The Null Fairy
by Emiyn
Summary: What happens when something different happens in the finale of Ben 10 season 2? Ben sacrifices himself to allow Gwen back into the real world, leaving himself trapped in the Null Void. After staying in there, an incident occurs that transports Ben into an alternate world. Alternate ending Ben! BenxWendy later introduced in the story. Edit: Now in the Tenrou Island Arc!
1. Into the Null Void

**This chapter has been re-edited as of January, 2019!**

What's up, everyone! My name is Emiyn. I've come and decided to take the reins with touching up and re-editing _The Null Fairy_. I was really enjoying writing this crossover I finally made the decision to do so, with reading the popular ones that came on Fanfiction before me. Ultimate10's " _Ultimate Fairy"_ , Stone-Man85's " _Fairy Tail: Omniverse Invasion"_ , and so on were the key points on inspiration for the creation of this story!

I know that the beginning of this story was a little wonky, and I admit that I _was_ a little fussy with some of the critical (but still helpful and good, mind you) reviews and PM's. Those people helped to establish points that would bring this story out. Clearing out plot holes, establishing a clear writing method, and so on. I'm still quite thankful for all of their help, and the continued support for those still ongoing with this!

Anyways, onto what I'll actually be doing with the actual editing. The listing will be as followed! Take a look:

 **1.)** Obviously, the first will be to correct the spelling, grammar, and otherwise bad writing that has accumulated over the case of this story's length. While the original ideas will stay **(as such with my** _ **reaaally**_ **bad attempt at an original Arc, I was having a phase after watching all of those anime for the Arc's inspiration…)** , I'll be editing them to make it a bit easier to read. Character names, as well as other mistakes made by either the wrong kind of subtitles or mistranslated dialogue between the English Sub and English Dub, the like. Think of the dialogue between the characters as sort of like Persona 5's. They still refer to Japanese honorifics but they have their own tone.

 **2.)** Adding to the word count for the chapters. When I was first starting out The Null Fairy, I had this self-emplaced rule that was like, _"I should include_ these many words _per chapter at least, not counting the introduction, review reading and interactions, and Author's Notes"_. Now, bear in mind, I _never_ expected this story to grow to be one of the top contenders in this crossover category, so I kind of placed my standards at a low point. Five… No, _four_ thousand words was what I was planning to go by per chapter for the actual story telling. Quite shameful, looking at my pass self. So, I'll be adding a bit more to fill to my new standard; around 10 thousand words or around there, and not including the previously mentioned.

 **3.)** Adding more originality to some of the fights and other story action. When I was reading Ultimate Fairy, the main idea I had in mind when making my own was something that many of my PM'ers and reviews mentioned; it was basically like Ben just being inserted into the Fairy Tail Universe. And… That's what I wanted to do, and still want to an extent. I know that some stories, like Omniverse Invasion and Dark Mage Wyvern Lord's _"Ben 10: Guild Mage"_ are primarily focused on introducing some elements from the Ben 10 Universe and original writing, and even some OC aliens, but I wanted my stories to focus more on the Ben I developed interacting with the crossover Universe that I've placed him into. That means that you'll probably be reading off some canon material, but I want to try making some original Arcs, or some things to differentiate from Fairy Tail's canon itself, but without being _too_ out of place. I suppose I can't really explain it in words…

 **4.)** Inserting material that I missed, and correcting misplaced chapters and combined story Arcs. As most of you know, Fairy Tail is one of the most popular forms of media, in both anime and manga form. Inevitably, the show has quite the diverse amount of filler and side content, the OVAs and Movies being one such category. I've placed some of said material into this story's line up, but I _have_ noticed that I missed some of that stuff, so one of my goals in tandem with my other objectives is to insert those individual parts in, and try to separate some chapters that have combined stories from filler episodes from the anime. It's because that I mainly take my material for The Null Fairy from the anime that I might mistake some parts. An additional apology in regard for that!

Ah… That was quite the mouthful! But, with all the points that I wanted to point out are said and done, please enjoy this retouched chapter! The later chapters will be updated as time goes by, so please take some time to read them when they are complete!

And so… To the actual story! But we can't go off without my trademark intro…

I do not own anything related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading to you all! Ben 10 belongs to **Man of Action** , and Fairy Tail belongs to **Mashima Hiro**!

* * *

 **Chapter 1:** _Into the Null Void_

 **…**

Space.

An interesting word to say the least. Most people associate the word with typical ideas like "aliens", "stars", "galaxies", or even the very Universe itself. Life beyond the seemingly single planet capable of life in the Milky Way Galaxy in one of many solar systems, which was named Earth.

Many of Earth's denizens had the idea that Earth wasn't the only planet capable of nurturing life on its round surface, but alas, many didn't believe there were ways of traveling outside from their solar system's borders. Either the lack of fuel needed to travel out to such distances, or lack of proper technology that would be needed to sustain such space travel and longevity off their primal world.

That was the case of one such young mind, a 10-year-old boy named Ben Tennyson.

Now Ben was what you could call a normal kid: He had a mother and a father, a pet dog, and went to school like any other boy his age. And like many others, he too was curious about what was beyond the borders of his planet, even if he had the mind of a brat. That is… Until a faithful summer vacation at the end of fifth grade that changed everything. Literally.

It was on the very first night specifically. Going off on a country tour with his grandfather Max and his paternal cousin Gwen seemed to be a typical summer activity, but discovering that life _did_ exist beyond Earth, accidentally gaining access to alien technology and learning that his grandfather had ties to extraterrestrials, the government, and even to a line of duty beyond Earth changed his view on life.

During this spectacular summer vacation, an encounter with the nemesis of his grandfather ended up with Ben fighting against dangerous foes and conflicting individuals he made during his misadventures with Gwen and Max. A particular encounter ended up with him and some said enemies being transported into an alternate dimension. This world was strange, scary, and most of all… Shocking to one's mind.

And since that incident passed, many things had changed for the young Ben Tennyson.

Let's take a look on what happened on that very day, shall we?

* * *

 **…**

The scene enters into a seemingly endless void, full of bizarrely shaped floating asteroids, and a multitude of bizarre creatures to accompany the eeriness of this space.

However, while this very location was creepy to say the least, it wasn't the most important thing that was happening. The action in fact, was happening with a group of unique individuals. A battle between a four eyed winged insectoid creature and Gwen, who was wearing a space-suit that was decked out with equipment. The two appeared to have been going up against what appeared to be a humanoid creature. It possessed a combination of various extraterrestrial limbs and an odd form in general: sporting four arms, a face with four eyes, insect-like wings, a tail, and other horrendous features that they didn't dare explain out to anyone sane enough to comprehend the situation.

Alongside him was a hulking armored humanoid creature with a face resembling that of an octopus. He had tentacles dangling from the front of his face like a beard; six in the front, and two in the back, and green sacs on the sides of his head. His skin was pale-green with yellowish spots on his face. He didn't have a nose and a visible ear, and his eyes were red with no pupils. He had a mask covering his mouth, which was attached to his armored suit. It was consisted of metallic shoulder and leg pads, and metallic gloves with small fingers. He had reddish brown cylinders-like protrusions piercing his arms, and long leg and chest armor.

The green insectoid embraced the young orange haired girl with joy, but only for the reunion to be cut short at the girl's mention of a portal that would soon close. This however, made them unaware of a worm like creature, who attempted to swoop the two of them up into its massive jaw and swallow them up whole as an evening snack… Or whatever time frame it was in this void.

The insectoid quickly reacts and dodges the bite of the creature by flying up, and tries to go off in another direction a moment afterwards. The worm creature gives chase through the large asteroid it was settled on, attempting another swallow on the duo in a desperate attempt. After a moment though, they escape the range of the creature, as it seemed it was only able to stay in the domain of the asteroid it was inside of.

The two of them sighed in relief as they look back. Turning forward again, they attempt to fly off in the direction that Gwen foretold, only to be intercepted by their four-armed foe, who swept and dived towards them at an angle with blinding speed, grabbing Gwen out from the hold of the insectoid creature. After reacting in shock, the insectoid turns around to see its adversary riding on a bat-like creature with tentacles and a wide jaw. He smirks at the flying insect while holding the girl in one of his four arms, an emerald colored crystal arm at that.

 _"Going somewhere without your old pal_ _ **Kevin**_ _?"_ He gave an evil grin as he said that. The insect like creature in front of him growled in response.

Gwen attempts to free herself by using a laser pistol located in her right holster, with hopes of using it to blast Kevin's face and stun him for a second or two. Not bothering to even look however, he uses one of his left arms, one that looked like flowing magma encased in red rock, and encases it around the blaster in its entirety, crushing it while squeezing Gwen's arm, causing her to shriek in pain. The insectoid looks at him in rage as he grits its teeth.

"Let her go, or _I'll_ —" The insect like creature attempted to threaten, however, right as he was about to do something, another voice came from behind and interrupted it.

 **"—Or you'll what?** " Turning around, the insectoid faces the squid like creature, who was also riding on the same type of creature as its acquaintance, though it had a darker skin tone, and was larger in size.

"What's it going to be, **Ben**?" Kevin asks again, grinning again as Gwen groaned in his clutches.

Ben turns back towards his previous foe, hovering in contemplation for a moment before flying downwards onto another asteroid. Once he landed and stopped flapping his wings, an emerald flash erupted from its body, consuming his body and revealing his true form; a brunet boy wearing a black and white shirt, military green cargo pants, and black and white sneakers with black stripes. His emerald green eyes glared up towards the two of them with a piercing gaze.

"Let her go, Kevin, **Vilgax**! You can have the stupid **Omnitrix**!" He scowled in response.

He raised his left arm up, revealing a device on his wrist. It was as big as a large wristwatch in size, sporting a black and gray color scheme. Two white lines extended from around the length of it, and in the middle of the device was a black dial with four green circles, and two green buttons. Sporting a bright emerald green was an hourglass shape circle in the middle.

Gwen gasps at hearing her cousin's proposal, looking down at him despite the pain in her arm as he revealed the alien device to Kevin and Vilgax, the latter smiling underneath his mask as he and Kevin began to draw closer.

"Ben, no! Don't listen to them!" Gwen shrieks out.

The young Omnitrix wielder strikes his arm out in an angle however, displaying the Omnitrix in its full glory. "We have a deal, don't we, Vilgax?! My cousin for this stupid watch!"

As he said that, Vilgax and Kevin then jumped off their mounts, landing a distance away from him.

It took them a few seconds to strife towards him, with Ben extending his left arm out towards the squid monster, and his right arm towards Kevin. As both of his arms were taken hold of, everything was expected to go all well as he and Gwen gave each other a reassuring smile. However, right before the two cousins could reach for their hands, Kevin sneers and throws Gwen back behind him. Ben flinches, only to get sent careening into the air by a kick to his chest a second later. He croaks as he was pushed away quite a distance while landing on his back, grunting in pain from the impact.

Lifting himself up as he rubbed his head, Ben looks up to see his foe pulling out a four-pronged device that he had on a strap. Knowing that he was going to try and pin him and nail the boy down with it with the Omnitrix in mind Ben rolled to his left side and to his knees, quickly pressing the two buttons of the Omnitrix as he got back onto his feet.

The dial popped out, revealing green circuitry on the core. He quickly begins to turn the dial quickly a few times and immediately the hourglass figure of the dial turned into a rhombus-like shape, with a black silhouette of a humanoid creature appearing in the green outline. The dial glowed a brilliant emerald green color before Ben gritted his teeth and slammed on the Omnitrix's core, blinding everyone with a flash of lime light.

In the midst of the blinding light of emerald, an arm emerged, with it having the same appearance the arm that crushed Gwen's blaster. A hard sound of impact was heard as the glowing fist landed in the gut of its recipient, with Kevin flinching and stepping back. He gasped from another sudden gutter punch as another arm came out a split second afterwards, coughing out some saliva in response. Right after that, an eruption of spearing flames blasted forth, pushing Kevin off his feet and launching him backwards with a large explosion.

The four-armed humanoid flew back a few feet, landing on his back and near Vilgax as the explosion's dust field began to clear out. He groaned in pain as he sat itself up, with one of his lower arms rubbing the impacted area of both the flames and punch. By then, the flash from the Omnitrix had dispersed and dissipated, with Vilgax and Kevin glaring at their attacker as he made himself known.

 _"I knew one of you would probably do something like that! It's always the same with you villains."_ Said the now standing figure, its voice like that of a crackling flame.

Coming out of a dust cloud revealed Ben's new form. His body was humanoid, though he had only 3 fingers, and his feet possessed only 2 front toes and 1 back toe. The entirety of his body was composed of a bright yellow inner body of flowing magma that was covered by red rocks. Ben's head was spewing out a constant flame that engulfed his rock-like face. The Omnitrix dial was proudly displayed on his chest, though now sporting a black and white color tone instead as he presented himself.

"The only thing you two will be getting is a major disappointment and beating of lifetime, courtesy of **Heatblast**!" The flame being narrowed his eyes towards the two of them as he brought his arms behind him. "But as for right now, there's something more important to do!"

Said flame creature grunted as he ignited another blast of fire as he aimed his arms behind his body, causing him to propel towards Vilgax and Kevin with an explosion.

Vilgax and Kevin were unable to react in time, and as he grew closer, Heatblast fired out his flames with more intensity than the previous blast that knocked Kevin back. After reaching a close distance, he stopped the flames, and reared his elbow out. He smashed his arm right into the gut of Kevin, smacking him off his feet and launching him back into the air. It was much to Vilgax's chagrin that the sudden backing of a hulking large body like Kevin's collided into him, the former slamming onto the ground as Kevin collided headfirst into him.

The two were left in a temporary daze from the impact as Heatblast landed on his feet a moment later. Realizing this was a pristine opportunity, Heatblast used this chance to turn his attention back onto Gwen, who was now regaining consciousness after being thrown back by Kevin.

 _"Gwen!"_ He shouted. Another emerald flash enveloped Heatblast as the Omnitrix dial on his chest lit up, replacing him with a familiar green insectoid creature.

He had an insect body and four insect-like flat legs with two arms, whose hands were human-style ones with a black coloration, similar to fingerless gloves, with three clawed fingers in comparison. He had four pedunculated eyes that were yellowish-orange in color, and were linked directly to the sides of his huge black head. His wings were light green colored with lines on them, and his limbs were a brown-greenish color. He wore the Omnitrix symbol on the top of his forehead, and a black and white uniform.

"Come on!" Ben quickly flew towards Gwen and swooped her up into his arms. "We're getting out of here, **Stinkfly** style!"

He began flying away from the asteroid with Gwen now in tow. Unfortunately for him however, as he looked back, both Kevin and Vilgax were seen recovering from Heatblast's attacks, and were beginning to get up. Vilgax in particular was quite pissed, his glaring red eyes showing signs of lividness. Now starting to run after Stinkfly, he called for his mount, with Kevin pursuing in tow as Gwen shivered in response to seeing their furious expressions.

 **"TENNYSON! You will not escape from me again!"** Vilgax jumped, his mount catching him. Kevin followed in shortly with his own ride.

Stinkfly retorted with a snarky grin as two of his four eyes looked back at their enemies. "Tough luck, Vilgax! You won't be able to catch me in time!"

"Ben, keep going in this direction, we're almost near the portal!" Gwen yelled. Stinkfly merely nodded as he kept his full attention to flying.

Vilgax and Kevin were now in heavy pursuit. Stinkfly occasionally dodged some projectiles from Kevin, using two of his four eyes to look behind him as Kevin blasted fire from his left hand, diamond shards from his other arm, and even goo from his mouth. Contrary to his seemingly immature attitude, the foe proved to be quite the aiming specialist. The only reason that Stinkfly had any chance of dodging was due to his 360 degree sense of vision.

As the chase continued for a little while longer, it was then that Gwen started to see a shining glow of yellow in the distance. The portal was in sight, and shrinking ever so slightly by the second.

"Over there, Ben!" Gwen said while smiling.

Though as if a jinxing phenomenon was overshadowing them, several sparks of blue and orange started to erupt from the portal.

"Hey, what's going on?!" Stinkfly gasped, widening his eyes at the sight.

 _ **"Gwen!"**_ Gwen could hear her grandfather's voice calling out to her from a headset on her ears.

"Grandpa?! What's happening?!" She asked with a worried tone.

 _ **"Good! It seems like the two of you are together!"**_ He said with a sigh of relief, before switching back to an alarmed tone. _"The Null Void Projector is reaching critical levels from my side! The portal is starting to close because of some screwed error. You and Ben have come back NOW, otherwise you'll be stuck in there forever!"_

Gwen gasped, but quickly turned over to Stinkfly to relay the dire news to him. "Ben, Grandpa said that the Null Void Projector is becoming unstable! We have to get out of here, _now_!"

Stinkfly turned his head over to her and nodded. "Got it! Let's tip up a notch then! I'll leave Vilgax and Kevin in my _stink_!"

The bug-like creature snorted a bit from the pun he made, with Gwen groaning as she rolled her eyes in response. Meanwhile, Vilgax and Kevin overheard what Gwen just said. Both of their eyes widened in shock as they heard her yell. Vilgax narrowed his eyes and clenched the gills of his mount, causing it to roar in pain and speed up. Stinkfly and Gwen heard the noise and looked back, with Stinkfly clicking his teeth as he stared into the desperate eyes of the armored being.

 **"I won't let you, Tennyson! It's one thing to lose the Omnitrix, but being stranded in the Null Void is something I will** _ **not**_ **tolerate!"** Vilgax screeched as he tried to get closer to Stinkfly.

The transformed Ben attempted to get rid of him by spewing slime from his eyes, but it did nothing to affect Vilgax as he merely swatted his attack way like it was water.

"Oh, come on! What's it going to take to take you down?!" Stinkfly groaned because of the disappointing result. "A giant shooting a laser at your or something?"

Everyone's attention returned back to the front due to a new noise though. The sparks continued to scatter from the portal, but the new noise originated from the portal itself. It was beginning to close even faster than before! Stinkfly and Gwen's eyes widened, causing the Lepidopterran to begin flying as fast as he could. Vilgax and Kevin did the same as they leashed their mounts, causing another speed boost.

The portal was beginning to close at an increasingly fast rate and by the second, causing Gwen to gain a new look of worry. Stinkfly glanced at her, gritting his teeth and he continued to fly with all his. The two were beginning to come near the portal, but the yellow vortex was almost gone at this point. The current size could only allow the capacity of a small human at best. By the time one of them reached through, it would be too small for anything to go through to the other side of the portal.

Looking back, Stinkfly eyed the location of Kevin and Vilgax, looking forward again shortly after. He then turned to Gwen, who in turn held a look of confusion as a result of Stinkfly's neutral expression.

 _'Better to at least have her return safe and sound…'_ He sighed inwardly, making his decision with a quick, but sure thought.

Stinkfly stared at Gwen for a bit, before opening his mouth to speak. "Gwen, do you trust me?"

The girl tilted her head worriedly with confusion. "Of course, but… But why though? What're going to do? Because I don't like that look you have on your face."

"I'm going to throw you into the portal." Stinkfly revealed blankly. "…Plain and simple."

Gwen held her look of confusion for a second, before realizing at what Ben was going to do. She tried to confront him, but he cut her off. _"Wait, Ben… What are—"_

"—There's only enough space for you! And at this rate, we're going to get caught by Vilgax and Kevin! It's the only thing I can do!" Stinkfly stated with an honest tone of confidence.

Gwen's eyes displayed a minor look of horror as she realized what her cousin was going to do. "B-But Ben, what about—"

She tried to plead to Ben's reasoning. However, in spite of all of that, Stinkfly merely gave her a warm smile as he looked at her. "It's alright, Gwen. If I can live on knowing that you're in a safe place and living a safe life, then it'll be all worth it."

Gwen began forming tears in her eyes. She didn't like his decision, but…she couldn't find anything to argue back and counter him with, not with the lack of time they had, and certainly not with Kevin and Vilgax right on their toes. The two of them were meters from the portal. Stinkfly wiped the tears from Gwen's eyes, and gave her a hug despite her already holding on to him. But even though her tears were just wiped, another stream of tears soon replaced it, with Gwen beginning to sniffle as she gritted her teeth in sadness. Ben looked forward, the portal now in range as he hovered in front of it.

"Well, this is it, Gwen… It's been a real blast hanging out with you and Grandpa… The best summer vacation a kid my age could ask for…" Stinkfly quoted with a smile.

Gwen's tears kept on flowing, but she gave her cousin a weak smile, showing that she accepted his decision. _"When I return… I'll do everything in my power to help get you home the minute I have a chance!"_

Stinkfly gave her a smirk while facing the portal, chuckling a little. "I have a feeling you'd say that. Now then… It's time."

Floating in front of the portal, Stinkfly and Gwen exchanged another hug. Afterwards, Stinkfly then formed a throwing stance. Gathering all of his strength, he yelled loudly as he threw Gwen. It took her all but a moment to go through the portal, with it closing mere microseconds after her foot disappeared into the vortex.

"See you later… Dweep." Stinkfly muttered to himself, only to hear roars of increasing anger behind him.

Turning his attention back to his company, Stinkfly witnessed the look of fury on Vilgax's face. Kevin's face was almost as bad his as they stopped in front of him.

 **"TENNYSON! YOU WILL PAY DEARLY FOR THIS, MARK MY WORDS!"** Vilgax promised as he clenched his razor-sharp fingers into his steed, making it welp as it bled from where he clenched it.

 _"You just made the WORST mistake of your life! I'm going to make your life a living hell-hole, STARTING NOW!"_ Kevin also proclaimed with several twitches of anger on his face.

Stinkfly snorted in response, shrugging as he did so. "Well… I wouldn't have any other way… Come on, show me what you got, you intergalactic warlord wannabe and mutated freak!"

Both Vilgax and Kevin snarled in response to Stinkfly's taunting as they rushed forward at him.

The three of them started flying towards each other in a constantly accelerating rate, their speed rapidly increasing by the second. At the moment of impact, Stinkfly's Omnitrix dial flashed green, and he was engulfed into another flash of light.

Kevin, and Vilgax collided head first, but not into Stinkfly. Ben was now a hulking pillbug-like, yellowed-eyed broad-shouldered alien covered in natural, yellow armor plating on his back, shoulders, and the backs of his arms. He was mostly white, with black on his upper half. He had four claws on both of his hands, with the Omnitrix on his forehead.

Right before their collision, Ben began to curl up into a spherical form, with his back plates and the plates on his hands covering him. His side plates were now the plates on his shoulders, and his sphere form had semi-circular stripes across his body, with black lines around the circular plates. The shock of the impact generated a purple wave of energy, causing the Omnitrix to spark as well in reaction to the phenomenon.

The energy from both their collision, as well as the Omnitrix itself caused a vortex to appear between them as Ben retracted out from his spherical form.

Initially ignoring the black hole, the three engaged in aerial combat as Ben transformed back into Stinkfly. Vilgax attempted to swipe at Stinkfly with his claws while Kevin fired off at the bug-like alien with various projectiles. He even began to mix it up a notch by firing Stinkfly goop, and then exploding it with Heatblast flames.

As well as firing diamond bullets from his right arm while causing midair explosions, Stinkfly in return would constantly dodge while trying to spew goo at the two enemies flying around him. As their battle continued, the initially small vortex now began to expand, eventually growing in size and causing the three to acknowledge its existence, mostly with gasps and flinches of course.

The three were now starting to get sucked into it. Vilgax and Kevin merely struggled to get out of its grasp, as none of them had the necessary power to get themselves out of the vortex's range themselves, but it didn't mean they couldn't try to drag Ben along with them.

 **"Tennyson! We may not be able to beat you, but we will drag you along with us!"** Vilgax proclaimed as his eyes glared at Stinkfly's.

Stinkfly gulped in fear for once in response to Vilgax's desperate claim. Kevin and Vilgax began a fury of attacks that had much for viciousness than their previous attacks. The distance closing in between the three minute by minute.

Eventually, it came to a point that they were going to finally get sucked in. In response to this. the two enemies of Ben Tennyson attempted a final blitz against their nemesis. They used their mounts as spring boards and jumped off them, attempting to grab Ben as they were sucked into the void.

 _ **"TEEEEEEENNYSOOOOOOOOON!"**_

Stinkfly gave a brief grunt, before smirking towards the two of them.

 _"Well, if our little session is going to end, let's end it with a blast then!"_ Stinkfly then was enveloped in another emerald flash, replacing him with Heatblast.

"A little heartwarming gift! Here's something from the face of the Sun!"

Crossing his arms and curling his legs and body up, he began to glow a brilliant yellow, with his bodily temperature beginning to rise at an extraordinary rate.

The surrounding environment had begun to heat up at a rapid pace, eventually reaching core temperatures as the area itself began to melt. Heatblast then drew back his arms and legs, his whole body now glowing red as his eyes widened. Thrusting his arms forward, he released all of the built-up energy in the form of a gigantic stream of red fire.

 _"Take a blast of HYPERNOVA heat!"_ He yelled.

The beam of fire collided with Kevin and Vilgax within seconds, and shortly afterwards they began screaming at the harsh impact, as well as the extreme temperature of the attack itself. The red-hot flamethrower detonated on impact, causing a massive explosion that launched the two villains into the now giant vortex behind themselves.

 **"TEEEENNYSOOOON! THIS IS NOT OVER! I WILL RETURN, AND WHEN I DO, I WILL SHOW YOU THE FULL WRATH OF VIL—"**

Vilgax's last words were heard and cut off as he was sucked into the void however, with his last uttering quickly being silenced as his entire body was absorbed into the vortex…

 _"TENNYSON! I SWEAR I'LL GET YOU BACK FOR THIS! MARK MY WORDS! THIS! AIN'T! OOOOOOVVVVVEEEEERRRR..."_

Kevin's message was also distorted as he was sucked into the vortex, despite his better attempts to escaping its grasp. He lasted a little longer than Vilgax, as he tried to escape its suction by flapping his unproportioned wings pitifully to try and delay the inevitable.

The fire alien watched with a satisfied expression as the vortex began to shrink. When it eventually vanished, Heatblast fell and crashed into a nearby asteroid in the Null Void, creating a small crater as he landed with a loud thump on the ground. He began to pant heavily as the Omnitrix dial began flashing red, enveloping him a red flash and reverting himself back into his human form.

He covered his face with one arm as he continued to breathe heavily, but underneath, one could see a small smile growing on his face as his eyes began to droop.

 _'It's finally over… But now I'm stuck in the Null Void. I wonder what's going to happen now… Am I going to be able to survive? How long will I be able to… Ah forget it, I'll think about it later. I'm…getting… Sleepy…'_

Ben then went unconscious after a little while longer. Fortunately for the Omnitrix wielder, the location that he fell onto had no clear way to get onto to, so he was safe for the time being. His new challenge now however, was surviving in the Null Void as one of its new household members… But of course, something like that simply couldn't be a walk in the park.

A single tear streamed down from his closed right eye as the scene closes…

 _'Live a good life, Gwen…'_

* * *

 **…**

In an alternate space however, the same vortex that consumed Kevin and Vilgax appeared.

Compared to the Null Void, which was a swirl of creepy magenta with a choking dark coloration to it, this vast void had a red and black eerie feel to it, as if it were stuck in some kind of spasm limbo. The place was full of dark red islands, which revealed various pieces of ruined evidence of human civilization laying around in its wake. Out of the portal flew out Vilgax and Kevin, the latter who tumbled and rolled a few feet before coming to a stop.

Kevin groaned as he looked up, standing himself up as Vilgax's eyes wandering around in suspicion. The first question was obvious, but before they could even ask that question out loud however…

From behind them, footsteps were heard as another vortex was heard bringing something into this eerie world. The two turned around to see a man dressed in a black bodysuit under a black coat with dark purple accents. He wore a black helmet with a purple visor, along with silver gauntlets and boots, along with a device on his left arm.

The man huffed as he stood in front of them, looking upon their figures with a sense of annoying remembrance.

"Why hello there… Vilgax, Kevin." He greeted with an irk of a smile.

The two narrowed their eyes, with Vilgax crossing his arms.

 **"Who are you, vermin?"** He demanded to know. The man clad in dark clothing narrows his eyes, and then clicked his tongue as he shook a finger in haughty fashion.

" _Vermin_? You two should be _thanking_ me for bringing your hides out from the Null Void." He then retorted, which made the two of them growl in response.

 **"I demand a NAME, vermin!"** Vilgax roared, not wanting his title of Intergalactic Warlord to go ashamed.

The man then crossed his arms, rolling his eyes. "…If you insist then. I am **Eon** , an Inter-Dimensional Time Traveler."

Kevin then walked up, ignoring the self-placed title that Eon gave himself. "Hey, you said you were the one who brought us here right? You mean that black hole was your fault? What gives?!"

Eon then cracked his neck as he looked at him with a lazily made expression. He mused annoyingly with a sarcastic chuckle. _'And to think this guy actually became Ben's best friend...'_

He then sighed as he placed his arms down to explain.

"I've brought the two of you here for one thing: to create an alliance between us." He stated.

Vilgax and Kevin glanced at each other for a moment, and then looked at him in confusion.

 **"Why? And how were you able to create a warp-zone out of the Null Void?"** Vilgax asked, suspicion and curiosity leaking from his voice.

Eon then brought out a small device, smiling as he did so. "I implemented this small Dimensional Ripper to coordinate along with my chronokinesis abilities; allowing me to slip between inter-dimensional and time-based zones."

Kevin merely tilted his head, as he really didn't have a clue to what Eon was explaining about. Vilgax however understood the techno-bumble that the man in front of them was discussing, urging him to continue on.

"Because the Null Void is an isolated location, the defensive systems installed within this domain deny outside sources like manipulators of time such as myself and require additional means to enter. Certain other time-spaces also require other means to get to them, not just through the ability of time manipulation itself." He explained, finishing his explanation to the two.

"Sooo… What? You can basically slip through spaces with that thing?" Kevin pointed to the small device in Eon's hand in a naïve matter. The simplistic question made him sigh a little, before reverting back to a neutral expression.

"Let me explain it in a laymen's terms… The only reason why Ben wasn't able to get dragged along with the two of you was because his Omnitrix interfered with my powers and weakened the pull on himself. Now, enough with the talking. I want to offer you two a deal, and I think the two of you would enjoy greatly what I have to offer." He then stated with an evil grin.

Vilgax then narrowed his eyes again. **"Then bring Tennyson here! His Omnitrix is something that is rightfully mine!"**

Kevin then pumped his fists, gritting his teeth while nodding so. "I also wanna get revenge on that little twerp!"

Eon then gave a sinister laugh, knowing their desires all too well. _"Oh, I have a better plan than what you two have..."_

 **"…What do you mean? What is this plan that you declare is better then?"** Vilgax demanded. Despite his outward expression denying so, even he was a starting to be a little curious to what this Eon character was proposing.

Eon then pressed a few buttons on his device, causing it to project a display of Ben first obtaining the Omnitrix. A holographic display of the ten-year-old first encountering the device on the first day of the Tennyson's summer vacation was shown to both Kevin and Vilgax to look upon.

"Like I said before, I'm an Inter-Dimensional Time Traveler. I can travel through space and time, mind and matter. So, what do you do with those powers, you may ask? Of course, travel back in time to the point _before_ Ben got the Omnitrix in the first place! You get the Omnitrix _and_ you get revenge! I'd say it's a great deal…" He explains, grinning while spreading his arms out dramatically.

Vilgax took this impromptu plan into consideration for a moment… And when he finally made his decision, albeit not a completely convinced one, he then huffed. **"Very well then. But why are you helping us; what benefit is there for you?"**

The Space-Time Traveler then clenched his left fist, his expression darkening greatly as he began to answer him. "I… Require the elimination of Ben Tennyson for my _own_ purposes. Let's just say that once he's gone, I'll be even stronger than before…"

Extending a hand out, Kevin and Vilgax looked at each other in confirmation. After exchanging a few mental gestures and nods, the three finally came to an agreement, shaking hands with one another. Eon smiled, and then raised his left palm out after fiddling with his device to summon open a purple vortex. Everything was seemingly going to go into action… But before they could exit however, a blue portal opened in front of them.

Exiting from it were two men. The first one appeared to be a middle-aged British man who had a cane and wore a steampunk outfit, with his right arm being a mechanical one apparently. The other individual who came out next to him wore a gray and white shirt with dark green pants, and appeared to a young adult. He also wore a familiar looking device on his left wrist...

Eon snarled, knowing full well who the first man in front of him was. _"…Paradox!"_

Vilgax's eyes widened as he gazed at Paradox's partner. Just one look at his emerald eyes made him absolutely livid, as did Kevin to a lesser extent. **"** _ **Another**_ **Tennyson?!"**

The parallel Ben and Paradox then walked up, with Ben smirking with a cocky look. "That's right, squid face!"

Paradox nodded. "I won't allow your plans to go on, Eon. Once again, you have no sense of learning the effects of what will happen if you change something in the space-time continuum…"

Eon then growled again, clenching his fist. _"But how?!"_

Paradox smirked, bringing out a small device similar to the one Eon revealed to Kevin and Vilgax. "I suppose you remember the original Dimensional Ripper that Doctor Animo attempted to use in the Null Void? I obtained a compacted version of it to allow myself and Ben 10,000 into this time-space continuum."

Ben 10,000 snorted, cracking his knuckles. "We won't allow you to change history in this timeline. And though we can stop you here, we can only redirect it back to its original flow. But that doesn't mean that we can't beat the three of you up while we're at it!"

Eon then roared out as he charged forward with a purple beam saber, not even bothering to give them a chance to retort once again as he initiated a fight between the five of them.

 _ **"TENNYSON! PARADOX!"**_ He yelled, followed by the other two as Paradox and Ben 10,000 ran to welcome the challenge...

* * *

 **…**

Back in the Null Void, Ben was seen still lying down on the asteroid from yesterday. He seemed to be still sleeping; with him obviously tired out from the game changing battle that took place recently. He laid dormant in the crater he made…until a loud roar awoke him to his feet.

 _ ***ROAAAAAAAAAAAAAAAAAAAAAAAAAAR!***_

 **"AHHH!"** Jumping up to his feet, Ben's eyes shot open as he looked around for the source of the noise.

Glancing around, his eyes widened upon seeing a horde of the same creatures that Kevin and Vilgax were riding during their battle. There were dozens of them… And they were all headed towards Ben.

"Null Guardians?!" He exclaimed in confusion, before turning around to leap off from the asteroid he was on.

Null Guardians were the protective denizens of the Null Void; creatures serving to act as the natural patrolmen or watchers of the space. They had a giant set of teeth with fangs that stuck out of their dog-like mouths. With tentacles hanging from the undersides instead of legs, they also had large bat-like wings. Null Guardians were generally grey in color, but alphas, like the one that Vilgax tamed, were larger and darker in coloration.

As an alpha Null Guardian led the pack, Ben began to descend down to the lower levels of the Null Void. Gritting his teeth as he glanced back, the Omnitrix's dial flashed green. The blinding light proved not to be effective against his enemies, seeing that they had no eyes to be affected by it, and by the time that Ben, now transformed into Heatblast, grew aware after morphing, the alpha was meters away from his gawking jaws. He was right about to snag him in his mouth to serve as an afternoon snack.

"Woah! Back off, Fido!" He yelled as he spun his body towards it. Extending his arms out, he blasted away the alpha with a dose of powerful flames. The Null Guardian released a screeching roar as the Guardians behind it began to smack into it, and soon into each other.

Seeing his work making some results, Heatblast smirked, before turning back around. He aimed his arms behind himself as he began to use his flames to fly around and away from the Guardians, quickly escaping from their hunting grounds.

"Ha, suckers!" He stuck his flaming tongue out.

While he continued to taunt his now far-out enemies several seconds later on, something else then began to make its presence known… Or rather, _their_. Multiple screeches could be heard from the small cluster of asteroids that Heatblast was now flying through. Blinking a few times, his head tilted as he turned around, only to see small red and orange aliens leaping off of them.

Heatblast's eyes widened as a few of them landed on him. Due to the new level of weight, the amount of firepower, as well the difference in mass balance, the fire alien began to drift off course, smacking into a nearby asteroid face first. He grunted in pain as he began to fall, all while attempting to shrug off the newly discovered enemies that were trying to bite him with their razor-sharp teeth at the same time.

"Oh, come on! First, the Null Guardians, and now these Havoc Beasts?! Gimme a break!" He barked as he purposely smashed into a nearby asteroid, casting off the few Havoc Beasts that were on him.

As he quickly got up, Heatblast looked on to see more and more of those little gremlin-like aliens gathering around him. Left, right, above, and even below through this semi-hollow asteroid they approached him. Heatblast sighs as he clenches his fists, the Omnitrix dial flashing again.

The Havoc Beasts watched with interest, as well as some hissing in annoyance due to the light as Ben was replaced by another alien. He was now a humanoid alien that was approximately twelve feet tall, had well developed muscles, two pairs of four-fingered arms, and red skin. A black stripe went from his chin to his lower lip, and he had four orange eyes: a main pair, and a smaller pair below them. He wore a shirt that was just like Ben's in his human form, black pants, and fingerless gloves, and wore the Omnitrix symbol on his upper left shoulder.

"Come on! I can beat you guys with only one of my **Four Arms**!" He taunted as he got into a stance.

Three of the Havoc Beasts surrounding Four Arms decide to dash forward and attack through jumping, but the large red alien disappears in a swish of a powerful jump. The creatures crash to the ground and look up, only to see Four Arms up and against the ceiling of an asteroid above them.

Outlined by his glowing orange eyes, he fires off from it and blows them away with a well-timed punch that shook the area around them.

More Havoc Beasts start to attack as he landed. Four Arms leaps over the first beast and smacks it away with one of his arms, then, while still in the air, claps together another one's side with two of his hands and gets into a position where he can kick at the third dead center. He rolls back and stands, looking at his two hands that were now covered in a…disgusting liquid. That was certainly a shock, to both him and the enemies surrounding him.

"Did I just…? Oh _God_ …!" He nearly hurled from seeing the body of the one he smashed together a few meters away.

Before he could actually vomit, one of the larger Havoc Beasts goes forward, growing in rage from the mutilation of one of its kind. Despite his disgust, Four Arms reacts by spinning, hooking its body with a lariat, and smashing it into the ground, nearly splitting in half as a result. Both halves land on the ground, with the both of them beginning to bleed. Four Arms cringes at his work while the rest of the pack charged. At this point, they were half fearful and half hateful. The former because of the damage he caused, and the latter because they wanted revenge and wanted to get rid of this foe in record time before he could cause anymore mayhem.

"Oh no…" He murmurs. "Not again…"

Before they could charge in completely, Four Arms reluctantly transformed with the flash of his Omnitrix. His body was now composed of durable pale green crystals, with glowing yellow eyes. He sported four crystal shards on his back and had a sharp head, wearing a uniform which was black on the right half and white on the left with a black patch on the left shoulder where the Omnitrix symbol was.

Rotating his body, Ben unloaded dozens of bullet-like shards from his arms, and then drove his foot into the ground, firing from a single spot at several approaching monsters until one swiped at his feet. It narrowly missed as he leaped up threw a row of razor-sharp crystals back at the line of foes; once they did so, they spiked and expanded out into a barricade of crystal walls.

"Don't come any closer…!" He grunted with a bit of fear and anger.

Ambushing from behind, a large Havoc Beast almost slashes his back with its claws, but he jumps and twists out of the way, firing at the alien in front of him to make the target fall. He twirls and cuts down Havoc Beasts from both sides as he morphs his arms into blades, dodging another attack to slam his fist into the ground and blast out at an approaching group with a crystal geyser from underneath.

Ben curses to himself as he leaps over two more and goes in to dismember another Havoc Beast. He then catches another's neck in his bladed arm as well as another one that tried to claw him from behind, only to get skewered by the sharp crystals jiggering out from his back. Several more Havoc Beasts follow up, but he shoots his way down with one arm and slices them up with his other when he has to block from a trio's lunge onto him, which pushes him back slightly.

 _"Good gosh… How many more of you are there…?!_ _ **Diamondhead**_ _isn't meant for doing cutlery… Especially with actual living creatures…"_ He muttered to himself as he eyed even more Havoc Beasts around him.

 _"GRAAAAA!"_ One of the larger ones roar out.

"…Please let this be the last wave." Diamondhead bites his lips as he prepares once more to fight.

With a shadow covering his eyes, Diamondhead twists his body and morphs one of his arms into a giant crystal scythe. Detaching it and holding it as a separate weapon, he blasts off at a higher speed than ever before, coming at the dumbfounded Havoc Beasts like a rocket when he begins to spawn in miniature blades all over his body as he goes through the mass, cutting up and down, left and right, leaving crystals shards, arms, legs, and many more parts flying into the air.

This pain-staking scene lasts for a while longer. As he disembowels them quicker and quicker until the last one falls, he blasts into a jump, and lands smack down in the center to launce out a wave of crystals that finally eliminates all of the remaining attacking aliens. He pants heavily for a bit, before dropping onto the ground.

Lying on an asteroid full of disembodied Havoc Beasts left and right, the few remaining ones that witnessed this unusual amount of bloodshed whelped in fear once Diamondhead looked over with the slightest of glances. All of them start to flee immediately, leaving the green alien alone.

After getting up, Diamondhead looks down onto his hands and body. Bloodied. Shaking. Hate. He hated what he had just done, despite it being necessary to do. He shouldn't have had to done such a thing…

"…No wonder why Grandpa was so reluctant in revealing his past about the Plumbers." He said to himself as he reverted back to his human form, now free of the disgusting liquid garnered onto himself.

Aimlessly looking around, Ben began to walk off, transforming into Stinkfly a few moments later. This scene would forever be in the mind of himself for as long as he lived. He knew that having the Omnitrix would make him fight others, but typically those fights ended without bloodshed. This fight… The Null Void was seriously different from what he initially thought of it.

"Well… Here's to living in the Null Void. Day One. " He chuckled to himself as he began to fly off.

* * *

 **…**

Back on Earth, Gwen had told Max of all the events that had transpired since her traveling into and out of the Null Void. To say that her Grandfather almost had a heart attack after hearing what she had to say was quite an understatement.

The two were now in the Rust Bucket, Max's RV and the vehicle that he used to drive the trio through their adventures of their summer vacation. It bared a frightening resemblance to a 1978 GMC Royale Motorhome, and was kitted with a multitude of Plumbers' gear, which included lasers and jets, ramming gear, GPS, and a plethora of other useful features. Though… Despite having post-space age weapons and capabilities, the Rust Bucket actually had a faulty toilet and a broken air conditioner.

Max's eyes began to slowly close as he groaned in discomfort. Whatever news Gwen jammed into him placed his guts through the guzzler, that's for sure.

He placed his hand on his forehead. "Ugh... And to think he's still stuck with Vilgax and Kevin."

"Well… He still has the Master Control activated. So… That's a thing, at least." Gwen shrugged as she tried to fill his mind with good news.

"Yes, I understand that. However, it's not that I'm worried about Ben not being able to survive, I'm more worried about what the Null Void itself will do to him." Max explained as he opened his eyes.

"What do you mean?" The orange-haired girl asked.

"The Null Void is a prison dimension. It's meant to keep the most savage and uncontrollable criminals and monsters inside and away from harm's way. It's the Law of the Jungle in there. It's eat… Or be eaten. It's worse than the best prison on Earth; you can even say that it's accursed." He reluctantly explained. "…I'm worried about what it'll do Ben by him just _being_ there. The things you witness in there can force you to do actions that you thought you'd never do."

"That's… Alarming…" That was all Gwen could say in response to seeing the expression Max was making. "So… What do we do now?"

"We need to find a Null Void Projector, and fast." He answered. "There might still be some functioning ones inside the Mount Rushmore Plumber HQ, but it's very unlikely. We can try there first."

"And what if they don't have it there?" Gwen then asked.

Max then turned to her with a determined expression. "Then… We search throughout the country."

From where he sat on the Rust Bucket's table, he walked over to the driver's seat and pressed a few buttons, revealing some hidden ones in regard. As he pressed those, next to the radio appeared a small led monitor out from a slot. A map of the United States then appeared, with a dot glowing in every state.

"These dots represent all of the Plumber Bases in the United States. Most of them are inactive, as they no longer served a purpose after the Plumbers took down Vilgax the first time. They're probably loaded with old alien tech; Null Void Projectors included." Max explained as he skimmed over every state.

"Then what're we waiting for then? Let's go! Every day with Ben inside the Null Void is bad enough." Gwen then urged Max.

He nodded instantly, and the two got to the front of the Rust Bucket. "Of course. At the end of Summer, I don't want to tell Ben's parents that their son is stuck inside an alternate dimensional prison and is mentally broken! Come on, we're going off Turbo Mode!"

 _ **"Wait, Turbo Mode? Isn't that a little too extre—EEEEEEEEEEEEEEEEEEEEE!"**_

* * *

 **Author's Notes!**

Whelp, there we have it, folks! The first redone chapter out of… 45, I believe? I have to recall which chapters are up to date with my current formatting, I'm not entirely sure. So… I've said that I wanted to show how the Null Void had basically gave Ben a strain on his mentality. I mean, it's pretty clear to see that the darn place does place a strain on you. Even in canon, several characters have stated about their own wordings on the Null Void itself:

Ben himself claimed that being in the Null Void was worst than being off in the worst prison on Earth.

Kevin at the time was pretty adamant of his own description of the place as well; being scared, heck, even _horrified_ of going back there.

Even VILGAX, the big bad boss guy himself had an irritating eye twitch from mentioning that place, calling it accursed!

So, to sum it all up, you know the origin of Professor Paradox was how he went insane for a good amount of time, before cooling off and regaining his sanity later on? I originally had that idea for this story, but obviously due to my bad writing I was unable to script it in. Now, this might not be a _perfect_ representation of that feeling, but I feel as though I've made my point. Ben gets horrified at the sight of having to kill, goes a little crazy, but eventually returns back to his normal self and proceeds to plan to create a way back to Earth.

Let me know what you think of this first redone chapter! The next ones will be coming in shortly as well as updating with new ones to the current story, so look out for those.

So, with all said and done, I'll see you guys in the next… I don't want to say chapter, but despite it being a redux, I _guuuuess_ I can say that? Anyways, I'll see you later! Emiyn, out!


	2. Living in One World, Entering Another

**This chapter has been re-edited as of January, 2019!**

Thank you for waiting, everyone! The second reworked chapter is now here! Though I want to point out a few things that I wanted to fix within this chapter, as some of the subjects within it will be changed to accommodate for things that I've added into the first chapter's editing. Please understand!

So… Let me point out the first few things:

 **1.)** At this point in time in regard to the situation regarding the actual Ben 10 Universe and the Fairy Tail Universe's tie ins, the following events are currently taking place: The year is currently X784 in the Fairy Tail Universe, with the first few canon Arcs happening at the moment. By the time Ben arrives, the gang will already have completed their Galuna Island S-Rank mission and will be returning.

In the Ben 10 Universe, two years have passed since the original Tennyson summer vacation. Gwen and Max are now defending the Earth against preemptive attacks from the Highbreed. Events protruding with Vilgax's escape begins to complicate things as well.

 **2.)** In the Null Void, Ben is at first beginning to become emotionally enclosed about his new lifestyle within the first year of living within the eerie void. By the time the 2nd year comes by, he pretty much gets used to it, and begins to revert back to his typical personality; save for some minor changes to his sense of humor and way of communication and fighting.

 **3.)** Throughout his time in the Null Void, Ben's usage of the Omnitrix prompts him to learn more about the alien device attached to his wrist. Since he really doesn't have anything to do, other than hunting to survive, he might as well learn about the tech he has. Knowing that the Omnitrix has more than 10 DNA signatures will obviously spark some interest into dwelling further on.

And with that, a bit of summarization on things I wanted to point out! Now then, to the actual redone chapter! Thank you for reading that little wonder of a rant again.

Again, as usual, I do not own anything related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading to you all!

* * *

 **Chapter 2:** _Living in One World, Entering Another_

 **…**

A year had now passed since that faithful summer vacation.

An eleven-year-old Gwen Tennyson was seen fighting in an old abandon military base by the name of Los Soledad in the brink of night, a location that was actually relatively close to her hometown of Bellwood, New York.

Los Soledad used to be an operational base in the 1950's, but now remained as an abandoned ghost down due to a supposed failure with an experiment regarding the properties of quartz crystals and a distortion of time around the abandoned area.

Gwen herself had grown and changed a little. Her orange hair was now longer, flowing down to her shoulders, and she was a bit taller and had a slimmer, yet built figure. She wore a dark blue sweater over a white dress shirt that had a mini collar, along with brown shorts with white and blue sneakers. On the back of her sweater was a large sewn-on number 10, which was obviously used as a reminder for a certain cousin of hers.

The young female Tennyson wielded a long retractable metal pole, swinging it around as she faced a group of grotesque humanoid creatures with beige bodies and brain like heads with one green eye. She gritted her teeth, letting out a loud grunt as she swung around a full 360 degrees, launching away the group into a couple of old storage boxes as they fell unconscious. She panted slightly as she wiped some sweat off her forehead, now beginning to look over at another group of aliens being defeated by a familiar man in his mid-50's.

He was wearing a brown coat over a black shirt with beige pants and black shoes. He shot an explosive round from his blaster that knocked away his share of enemies before running off to join Gwen.

"Ugh… I hate fighting against these abominations; and they were gross enough when we first met them. It was bad enough that they looked hideous, but once they started _spitting_ at us…" She emphasized with a cringed look of disgust. "These accursed DNAliens…"

Max chuckled as he patted her shoulder. "Well Gwen, at least they're taken cared of for now. And hey, your old grandpa Max's still got it!"

The girl smiled, before looking up at the night sky. "Yeah… But I wonder what would happen if Ben was here to help..." She muttered. Max knew her feelings all too well.

The elder Tennyson sighed slightly as he looked up as well to the moonlight that shined from above. "Yeah, same here… But with all that's been happening around we've no chance to even consider trying to rescue him, not with our hands filled here."

She nodded slightly, before closing her eyes in thought.

 _'Ben...'_ She thought as images of her green-eyed paternal cousin appeared in her mind.

The orange head sighed a little as she recalled a few memories after she escaped the Null Void a year ago with the help of her cousin. She and Max had begun to travel all around the country in hopes of looking for another Null Void Projector, with the Mount Rushmore Plumber HQ being the first of their destinations. Unfortunately, that activity ceased to exist with the shocking reappearance of Vilgax.

Somehow, he had gotten out of the Null Void and declared an invasion on the planet Earth. The planet was barely able to survive thanks to a conjunction with Max and Gwen. Using his connections, Max was able to rally up enough forces to repel back Vilgax's invading forces. Recalling inactive Plumber agents, military forces, and even some extraterrestrial help from out of Earth, the militia he created was barely enough to send the squid face off of their turf.

Though it wasn't all sunshine and rainbows. Max sighed as he also reminisced, but primarily about the events that took place as a result of Vilgax's attack; the aftereffects that happened after the alien warlord initiated on Earth.

The middle age man blamed himself for not being able to rescue his grandson, and he still felt guilty after all this time. He figured that he and Gwen could've attempted to travel faster in hopes of finding out if the old Plumber Bases had any useful technology they could use, even if he had to use his connections as a formerly high-ranking Plumber to do so.

The invasion of Vilgax however changed everything. The Chimera Sui Generis took precautions and fought with full force, not making the mistake of being careless again against anything related to the very word of the Tennyson family. The intergalactic warlord learned of Max's plans to rescue Ben, and in turn destroyed the hideouts that the Plumbers established on Earth. So, despite his own retreat, he still managed to deal a massive blow to Earth in a way.

The elder Tennyson looked around as he opened his eyes. "First Vilgax, and now the **Highbreed**. Why are they attacking us now?"

Gwen flicked some dirt off her weapon as she placed it on a back-strap that was tied around her waist. "Who knows? Maybe Vilgax also retreated because of the Highbreed? They seem to be creatures that are capable of intergalactic warfare."

Max held his chin, acknowledging her words. "Hmm… You're probably right. The Highbreed see themselves as the highest of beings, and given their immense power, they'd probably think of anything else as something lower. Vilgax probably retreated like you said because of that. Most likely they're attacking his home world, the planet Murray, now known as Vilgaxia. They probably think of us humans as even lower beings."

He then sighed as he rubbed his head, which made Gwen raise an eyebrow in question.

"Hummph... Just more things piling up. We haven't had a chance to find anymore Null Void Projectors thanks to Vilgax, and the Highbreed are keeping us busy at neck's length. Ugh… This mess is just getting worse by the minute, like a Lepidopterran's spit goo being blown up by Pyronite fire..." He groaned.

Gwen rose her other brow as she attempted to figure out his analogy as the two then captured the enemy. "As worried as I am about the Highbreed conspiracy… Ben's condition still worries me."

"…Of course, honey. Your cousin's always in my mind." Max reassured her. "We'll get him back. I promise."

* * *

 **…**

Out in space, an enormous space vessel was seen flying through the cosmos. It was very well-armed, having many lasers and other weapons, but its armor didn't seem to look very effective. The speed of this ship was very high, gesturing its massive thrusters in the back. The weapons themselves were four clusters of four laser turrets, and a large, forward gun, targeted by turning the entire spacecraft with its electric rail grid. The ship itself possessed similar sacs to the ones that creatures such as Vilgax himself had.

Inside the vessel, said pilot and commander of the ship groaned in annoyance. It had been a year since his humiliating defeat, and it didn't serve as a helpful reminder.

His body was now free of his cyber augmentations that he previously had, and he no longer wore a breathing mask, now exposing his mouth. He wore a plate of red armor, a yellow gauntlet that covered his entire left arm, and a sleeveless glove with a red gemstone holstered onto the back of his palm. He had a sword on his back as well as a holster with a blaster on his right hip.

The warlord narrowed his eyes as he mused through some otherwise uncomfortable memories...

…

…

In his memories, the events of the Null Void began to form in his mind. Particularly, he started to remember the events that took place after being absorbed into Eon's vortex and the battle that soon took forth with Ben 10,000 and Paradox.

The battle itself however was pretty one sided to be honest, which made Vilgax grit his teeth in annoyance as he started to remember.

Vilgax and Kevin laid on the ground, covered in injuries left to right. Kevin's face was full of bruises, and three of his four eyes were now black eyes. Vilgax had cracks and scratches over his armor, and one of the tubes attached to his mask was slashed off, leaving him whimpering for air. Eon was still fighting against Paradox far away as Ben 10,000 reverted to his human form.

The adult Tennyson looked down at the two as he crossed his arms, as if he were trying to recall something. _"Huh, somehow I remember you two being a lot stronger. Guess not, or maybe I'm just too strong for the both of you now._ " He wondered.

Vilgax growled as he laid, glaring with an intense hatred at the green-eyed foe in front of him. **_"You… Trash!"_**

Back with the two others; Eon swiped at Paradox with his energy blade. The steampunk man quickly blocked his attack with his cane, and then pushed him off with a kick to Eon's chest. While he was busy recovering his balance, Paradox then swung his cane at a right angular arc, colliding into the device on Eon's left forearm. It started to spark within a few seconds, with a miniature explosion startling him soon after as various parts flew off.

A small piece of tech went unnoticed by Ben and Paradox as it landed near Vilgax. The squid alien's eyes widened at the sight of it.

 ** _'The Dimensional Ripper...!'_** He exclaimed in his mind, recognizing the device.

As Ben 10,000 was looking over at the other two as a result of hearing that small explosion, Vilgax took this opportunity. Quickly getting onto his knees and lunging off, he grabbed the piece as he jumped up and ran. He then activated the piece of tech, causing a red portal to open.

Ben 10,000 then darted his eyes over, noticing their sudden movements a bit too late. _"Hey, get back here!"_

Vilgax snickered evilly as he turned his face. **_"I may have lost this battle; but I shall win the war! The destruction of the planet Earth will be sanctioned!"_**

Entering the vortex first, Kevin then sat up as he groaned, his focus darting to the portal as he also began to run. Reaching it, he briefly turned around to glare at Ben 10,000.

 _"You won this round Tennyson, but the next time we meet, you're dead meat!"_ He declared, before slipping in. The portal vanished, with Ben 10,000 simply standing there in a flabbergasted manner. Eon then looked over as he growled in anger as he held onto the broken device on his arm.

 _"Backstabbers!"_ He shouted in anguish. _"Those pieces of—"_

Paradox then drew back his attention as he called out his friend. His eyes widened as he took a dash at Eon. _"Benjamin, if you would do the honors!"_

Ben 10,000's eyes went to normal as he snapped back to reality. He shook his head as his Omnitrix's hourglass symbol flashed green.

A short second later, he was replaced with an alien that resembled more of a robot than an organic being. His body had skin that was made of copper, with black stripes and a transparent piece of green circular glass on his chest, revealing gears inside of him. On his back, he had a black stripe that spliced into two stripes with a keyhole between them. Wearing a green and black uniform, the Omnitrix dial appeared on top of the transparent glass, though his hourglass was green compared to white.

 ** _"Clockwork!"_** He yelled as his transformation was revealed. Paradox restrains Eon in a full nelson as Clockwork began to activate his powers, his transparent spot flashing green. A bright light began emit out from his chest as he aimed his torso right at Eon and Paradox.

 _"Now, Ben!"_ Paradox yelled, pushing Eon forward with a kick. Clockwork then blasted a green beam at Eon, who then covered his eyes due to the brightness.

 ** _"NOO!"_** He yelled as his body was enveloped in light. A short second later as the beam dissipated, Clockwork and Paradox looked over at the spot where Eon stood, with nothing there instead.

Clockwork reverted back to his human as Paradox regrouped with him. Ben 10,000 blinked as he pointed to where Vilgax and Kevin left, sheepishly rubbing the back of his head.

 _"Should… We stop them?"_ He asked, almost afraid of the man in front of him berating him.

Paradox shook his head sadly instead however. _"I'm afraid… That this meant to happen. But like all dark tunnels, there is light at the end, so we can only wait and let this timeline play itself out."_

Ben 10,000 tilted his head in wonder. _"What do you mean by that?"_

 _"Well, let's just say that this Ben Tennyson will have a unique journey, compared to some of your other counterparts."_ Paradox vaguely explained while opening up a blue vortex.

The adult Tennyson was still a bit confused as the two walked into the portal, but he couldn't help but trust the smile on Paradox's face as they left. What was so special about this incarnation of himself?

…

…

Vilgax slammed his fist as he growled. "…Curses."

"That moment was pathetic!" He roared. He then sighed as he re-positioned himself, now smirking as he started to take a look at some of his ship's statistics.

"But at least I've managed to decimate the Earth and made its people cower before me, and prevent any way of Tennyson from returning from the Null Void. Now that I've dealt with the Highbreed and their scum on Vilgaxia, it's time I've paid a visit again..." He whispered as he narrowed his eyes, a dark grin growing on his face.

* * *

 **…**

Another year has now conceded.

Our attention is now brought back into the endless chasm known as the Null Void, an alternate dimension used for imprisoning intergalactic criminals. However, while the space is used for the previously mentioned individuals, sometimes, other cases may bring other people inside accidentally, which is the circumstance for our young protagonist.

On top of a large asteroid shaped in a bizarre like structure was a young Ben Tennyson in a makeshift bed. Compared to what he was wearing to years ago and how he previously appeared, he was now wearing a dull grey shirt with black lines, olive green pants with black stripes on the bottom, with black and white sneakers. His skin was also a bit paler, and he was had a slimmer, yet stronger build on his body.

Ben rolled over in his makeshift bed, ruffling his now slightly longer brown hair as he yawned. As he slowly opened his eyes he sat up and stretched his arms out. He looked around, blinking a few times before getting out of his makeshift bed, which was made out of many stitched together'ed sheets of orange and blue fur coats.

"Well, at least you're not getting eaten or attacked by anything so far today Ben, that's a good sign." The boy said as he called out his own safety.

Now standing, the boy did a few stretches. He then began to search the vicinity of the asteroid as his stomach began to growl, his expression changing to a slight blush as a result.

"Well, better get something to eat… What shall I have for breakfast today?" Ben wondered with a light grin.

Scanning the area with his eyes, the brunet spotted a colony of some airborne creatures in the vicinity. Ben leered, and began to route a course in the direction of the swarm. Stopping at the edge of the asteroid, he activated the Omnitrix.

"At this distance… It's probably best to go with—" He quickly turned the dial and pushed down the core.

In a flash of emerald green, he was replaced with a green humanoid plant creature with 5 vine-like legs and flytrap flaps surrounding its blue-eyed head. The Omnitrix dial was displayed on its chest as he revealed himself.

 **"Wildvine!"** The plant alien yelled out.

Wildvine then imbedded his five limbs into the asteroid. Prodding his arms out, they cultivated in length and rushed towards the swarm. Elongating out the four fingers on each of his hands into a makeshift net of sorts, he clutched a small cluster of the creatures and heaved them back towards himself. As his catch grew closer, he let go of one of his arms while still entangling them.

Taking a pod out from his back, he hurled it at the group, making it detonate into a puff of gas. In a short bit, the cluster ceased to resist moving in Wildvine's hold.

"Well, that takes care of that. Nothing a little sleeping gas can't handle." Wildvine said with his gravelly voice. Hauling his legs out from the asteroid, Wildvine then started to pace back to his settlement, placing down his new catch. Taking a closer look revealed them to be an alien species resembling that of flying fish. "Huh… I still can't get used to the fact that some of these creatures look like some from Earth. Meh, doesn't matter, let's get cooking!"

Wildvine then tapped the Omnitrix dial on his chest, enveloping himself into another gleam of emerald green light. After the light dissipated, Wildvine was replaced with another humanoid plant creature. It had two root-like legs, and displayed a flame patterned head with green eyes. The Omnitrix dial was placed on its chest as he looked down.

" **Swampfire** will do just fine." He decided, speaking out with a nasally voice.

Kneeling and slamming his arms down, green roots rose from the ground, skewering the fish like aliens and placing them in a line. A small pile of roots gathered in front of them as Swampfire stood up. Holding one of his arms out, from a hole in the palm of it exerted ignited methane, which quickly caught fire. Lightly dousing the pile of roots, they slowly began to become enflamed, fabricating a makeshift campfire which began to cook the fish like creatures.

"And now we wait. But while that's happening…" Swampfire whistled as he turned around. The plant alien took a few seconds to walk over to another part of the asteroid he was living on, stopping at what looked like a plain wall of stone. Swampfire looked up as the Omnitrix dial flashed, replacing the plant being with Four Arms.

Gripping onto the wall with his four powerful limbs, Four Arms dragged it to the right, causing it to slowly budge over until enough was done to reveal a hole. Letting it go, Four Arms entered the hole and dragged the wall back from the other side. He exhaled from the physical feat as the Omnitrix flashing again, reverting him back to his human form.

"Even with the Master Control allowing me to transform with a just a thought, I still think it's more satisfying to transform manually." Ben thought out loud, glancing down on the device on his wrist for a moment.

Ben then walked over to a small lever, pulling it down. Several illuminating lights then flickered into existence, revealing a lane ranging down itnto the cave. Ben started walking down the path, until he reached a large metal gate that had the symbol of the Omnitrix on it.

 _"Voice Recognition: Tennyson 10. Authorize access."_ Ben quoted as he cleared his throat.

…

…

 ** _"User Ben Tennyson recognized; proceeding."_**

The gate opened up with the confirmation of the mechanical voice, with Ben walking through afterward. As he entered, the door closed behind himself, trapping Ben in a pitch-black sight before further lights went off, revealing another room.

The chamber was occupied of belongings of various origin. Naming a few of these objects were a bunch of what seemed to be alien devices, storage containers, and a mess of papers. But the foremost article was a bulky mechanism that was linked up to a gate like device. Ben walked to it and patted it while giving a small smile.

"Well, let's continue working on you, shall we?" Ben said as he looks up and down the machine.

Walking over to a table full of tools and materials, Ben began activating the Omnitrix. Turning the dial, Ben pressed down the core after selecting his chosen alien, enveloping him in another flash of green light. Replacing him was a small humanoid frog creature wearing a grey and black jumpsuit. It had two large green eyes with rectangular pupils, blinking with horizontal eyelids. A black stripe was on its head, with the Omnitrix dial on its back.

"Let's start off with **Grey Matter**!" The alien spoke with a high-pitched voice.

Hopping onto the table, Grey Matter began to immerse himself with the tools and materials. Beginning to build some sort of machine, he began muttering various things to himself as the pile of materials began to form something entirely new as time went on. Grey Matter cheered in joy after jumping back to look at its finished work, but his stomach started to growl.

"Ugh… Well, first things first. Time to satisfy my need for nourishment!" He said with a gnarly grin.

Gray Matter tapped the dial on his back, causing the dial to flash green again, replacing him with a blue velociraptor and humanoid like creature. He wore a white and black jumpsuit, with 3 claws for fingers, and sported a five striped tail and a helmet, leaving only his blue skinned face that had green eyes and black lips with black stripes along its eyes. He wore the Omnitrix dial on its chest as he took a stance.

"Gotta **XLR8** to the food before it burns!" He squeaked, almost blurting out his words while making the pun. His face was enclosed with a blue visor.

Speeding off to the entrance while swiftly reciting the previous code, the door unlocked itself slightly, but XLR8 zoomed pass through it in a flash. Once he reached the stone wall, the Omnitrix dial flashed green to reveal Four Arms again, who opened the entrance.

Four Arms went to the fire and plucked out the cooked fish, putting out the flames in the process. Shortly after, he quickly ran back to close the entrance before transforming back into XLR8 again.

Returning back to his lab, XLR8 reverted back to Ben. He pulled up a chair and placed his food in a container, holding onto one as he began eating. While eating, he proceeded to continue Grey Matter's work in his human form, attaching a few small pieces to the device's nooks and crannies.

After finishing the rest of his meal, Ben burped loudly as he patted his stomach. He chuckled for a bit before standing up from his chair. Smiling at his finished creation, he held it up in his hands with the proudest expression he ever had.

"At last, it's finished!" He yelled cheerfully.

Quickly running back to the larger machine, he opened up a hatch and inserted the newly finished creation. Walking over to a terminal next to it, Ben began to scan the machine's system, checking on all its functionalities. After tampering with it for a bit, Ben closed the terminal and grinned.

"With the subatomic battery now implemented into the Vortex Generator, I can finally leave the Null Void… It's been two long years!" Ben cheered.

The boy held his hands on his hips as he gazed upon his machine. "Now to just gather up my things and get out of here!"

He then proceeded over to a nearby table and picked up a device that resembled an alien blaster. Ben walked over to the middle of his lab, in front of off all his belongings. Aiming the device and firing it shortly afterwards, it shot out a dark blue cube that engulfed the entirety of the area. It shrunk back into its normal size as Ben pressed a small button on the launcher, picking it up and reattaching it to the device.

 _'I'm really glad I got a good look at Tetrax's device before he left…'_ Ben thought, reminding himself of an old friend.

Ben then looked back at the machine, his hand on his chin. He wondered what he should do with all of this scrap material here in this place. He thought hard, before throwing all of his initial plans for a simplistic one. _'Hmm… I might as well destroy any evidence that I was ever here too then…'_

After deciding, he went with proceeding to use the cube again to capture his larger machine. After grasping up the cube again, Ben activated his Omnitrix. In a flash, he was replaced with a short green humanoid creature resembling a mix between a hamster and a toad. It wore a grey and black jumpsuit, and it had a green tail. The Omnitrix was placed on the top of its right hand.

The green alien opened its mouth, and out from it spewed out 3 sprouts like tongues that attached to a large boulder. Somehow lifting it up and pulling it into its mouth, it swallowed it whole, causing its stomach to bulge out and a green glow to appear in it.

"Well, I guess I'll **Upchuck** this entire place down then!" Upchuck exclaimed.

Expelling out a large green energy ball out of his monstrous mouth in the form of a giant loogie, it exploded once it reached contact with the opposite end of the wall. This triggered the inside of the lab to begin collapsing. Upchuck proceeded to eat the gate and spit it towards the rock entrance, blowing it up as well.

As Upchuck emerged from the shadows of the cave, a mass of dust clouds came along with it. He ran out until he was a few meters away and looked back at the entrance, which was now covered in rubble.

"…And that takes care of that." Upchuck said while crossing his arms in a smirk.

Reverting back to his human form, Ben proceeded to walk to an empty lot on the asteroid. Taking out the cube launcher again, he tapped a few buttons and aimed the device out again. Shooting the cube out, it expanded and began to expand. After reaching its intended size, the cube then reverted again, revealing Ben's Portal Generator.

The Omnitrix wielder walked to pick the cube and put it away. As he walked towards the Generator however… Unbeknownst to him, a figure hid in the shadows. They appeared to have been waiting for the next action he was going to do.

Activating the terminal, Ben proceeded to check the specs of his machine, making sure no irregularities were evident in the system. After doing so, he began to input the coordinates for the destination of his portal. Closing the terminal after completing his plans, Ben then walked over to the generator's vortex gate, opening up a small hatch that revealed a small lever. Pulling it down, the vortex gate began to spark to life with red electricity. In a short while a fully formed vortex was present.

"Ha… HA! Yes! Freedom, at long last!" Ben shouted out.

The figure hiding in the shadows then walked out right as he said that though.

 ** _"Yeah, for me Ben."_** The voice whispered out.

Ben's expression wavered from an exciting glee to confusion as he heard the voice. It sounded familiar to him as he turned over. Now looking at the full figure of the person who spoke, his eyes widened upon recognizing the person in front of him.

"You… You're Grandpa's old Plumber teammate, **Phil**! What are you doing here?" Ben's eyes narrowed at his Grandfather's former friend.

"You should know. I've been surviving here in the Null Void just as you have ever since you and your wretched cousin trapped me here." Phil first answered. "When I saw that you confronting Vilgax and his lackey those two years ago, I knew that you'd try to escape, given the fact that you still had your Omnitrix."

 _'He saw me fighting Vilgax and Kevin? And he didn't even bother to help out? Typical.'_ Ben thought with slight disgust.

"So, what do you want?" The boy questioned, though he was now wary of Phil.

"To get out of this place, of course! But… Now that I remember… I seem to recall that it was you and your family's fault for me being in here in the first place! So, I propose this: I get to use that portal, and you get to live." He proposed, holstering out and aiming a pistol at Ben.

Ben glared at Phil in retaliation. "What? No! It's your own fault for exploiting that Mount Rushmore Null Void Projector in the first place! You belong here if anything, Phil!"

"Tch… Then I'll just have to take you down first then!" Phil growled. "Just your luck, Tennyson!"

Phil proceeded and shot his weapon at Ben, however the latter was to roll and dodge. Phil then began to run towards Ben as he placed his blaster back in a holser, bringing out an extendable pole from his other holster on his waist and struggling to swing it at Ben. Ben dodged again and tried to activate the Omnitrix, but was thwarted by Phil while attempting to do.

"You can't use that watch of yours if I don't give you a chance to use it!" Phil remarked with an evil smirk as he proceeded to attack Ben again.

To Phil's surprise however, Ben merely gave a wide grin as he blocked and pushed him, causing his face to become a mix of confusion and anger.

"Who said that I have use the device manually now?" Ben said as the Omnitrix's hourglass flashed and engulfed him in an emerald light.

In another emerald flash, Ben was replaced with an alien resembling a blue monkey, only he had four arms and eyes. He wore a coat of blue fur, with a darker blue tone for his skin color. The Omnitrix dial was on its chest as he wore a black and white uniform.

"Take this, _Philly_! Lemme show you why this form is called **Spidermonkey**!" The monkey alien taunted the middle-aged man by scratching his armpits.

Phil growled again as he began to dash towards Spidermonkey. "Oh yeah?! Show me then, you smart Alek!"

"Gladly, hehehehe!" Spidermonkey responded while making monkey sounds, which only made to infuriate Phil even further.

As Phil was running to attack, Spidermonkey grinned while bringing up his tail. Aiming it at Phil, his tail launched a string of webs from the tip, splattering Phil in the white substance and tangling him up. His struggle caused him to fall onto his back, with him grunting ever so sightly as he struggled to get out of the webs.

"Seems like this is the _"webbing"_ on the cake! Ha, get it?" Spidermonkey punned as he itched an armpit.

The taunt only served to anger Phil to a higher degree. Breaking the bundle of web in a fury, Phil quickly rushed towards Spidermonkey, catching the Arachnichimp by surprise.

 ** _"TENNYSON!"_** Phil raged. **_"COME HERE AND LET ME WIPE THAT STUPID GRIN OFF YOUR FACE!"_**

Phil rocked his pole back, swinging it in Spidermonkey's way. The alien monkey managed to dodge in time by bounding into a somersault above his opponent. But the moment he landed however, a clash of metal was heard, making the chimp dart his head behind him.

Spidermonkey didn't notice that he was directly in front of the Portal Generator, so when Phil attacked, the machine took the hit instead of him. The dwelling where Phil attacked was where the subatomic battery was stored in, as evidenced by the large area of blunt damage from Phil's attack. Rotating to view the portal itself, Spidermonkey's eyes broadened in horror as the portal began to phase and spur out of control.

"You… You idiot! Look at you've done now! You broke the Generator, so now none of us will be able to get home again!" Spidermonkey retorted as he glared at Phil.

Phil was shocked as well, but upon looking on Spidermonkey's face, his astounded face quickly turned to that of a sarcastic chuckle, grinning while shrugging.

"Ooooh… Well, that's too bad then. But… Even if I can't get back to Earth; if I can make you look as miserable as you are now, then that's a payoff I'm willing to exchange it by!" Phil admitted with a sick smile.

"Grr… You want to see me mad then?! Then fine, come at me, you old man!" Spidermonkey yelled.

Spidermonkey slapped the Omnitrix dial on his chest in anger, engulfing him in another green flash. Taking his place was Diamondhead, who gritted his teeth all the while.

"A Petrosapien, huh? Fine, come at me boy, or die trying!" Phil challenged as he got into a stance.

"The name's Diamondhead, pal!" Diamondhead yelled at he began running towards Phil.

Diamondhead clenched his fists as he held out his arms, firing crystal shards in Phil's direction. Seeing the incoming projectiles, Phil however used his pole to whack a few a few of them, then proceeding to twirl it to scatter the rest.

The crystal alien jumped up and fired another round of crystal pellets, causing Phil to leap back with a backflip. After recovering from the gesture, Phil rushed towards Diamondhead with a quick dash. The Petrosapien morphed his arms into blades and proceeded to join Phil. The two began exchanging blows, with the two of them occasionally taking hits from one another and dodging every so often. Diamondhead however simply regenerated from the damage as Phil continued to take more and more damage.

As Phil and Diamondhead collided together into one last ruffle, their clashing made an extraordinary amount of noise, even more so than any of the other blows the two currently went from as they bludgeoned each other. The blow caused the two to spring back, the both of them landing safely while maintain their stances.

"So, what's it gonna be Phil? You can't hurt me you know?" Diamondhead leered at his opponent.

"Whatever… I might not be able to kill you, but I can still harm you pretty good." Phil retorted as he spat out some blood from his mouth.

After wiping off soot from his cheek, Phil went for his waist. Going for a pouch on his belt, he smirks as he pulls out a small, remote like device that had two stick like protrusions, activating it as soon as he took it out.

Waves of sonic vibrations then erupted into every direction, causing Diamondhead's body to crack from the might of the waves. He groaned in pain as he kneeled, making Phil smirk as he stood above him.

"How's that for you, Ben? A Sonic Emitter, courtesy of your own dear old Grandpa Max…!" Phil said as he waved the said the device in his face.

Diamondhead continued to groan as his body began to crack more and more. "Pft… Lucky shot. And you know…!"

Expecting more groans of anguish from the crystal alien, instead though, Phil was introduced to a pained smirk as Diamondhead began to slowly stand up from this shocking endeavor. "You must be a doofus, aren't you?!"

"What?!" Phil's eyes widened.

Diamondhead's Omnitrix dial flashed again, enveloping him in another flash. Replacing him was the yellow spherical alien that blasted against Kevin and Vilgax two years ago, who grinned at him with his yellow eyes.

"I assume you know what an Arburian Pelarota is? If so, then prepare for a smacking of a lifetime!" The pill bug creature said as it rolled up into a sphere. "You were so stupid to forget that I can simply change forms! Time to give you a **Cannonbolt**!"

Phil gasps as he turns off the Sonic Emitter, darting back in an attempt to run away from the large yellow alien. Cannonbolt gives quick chase however as he rolls up into his sphere form, catching up to Phil in a short moment and crashing into him. The older man screamed as he was sent flying forward and off the asteroid, diving down into who knows where…

Cannonbolt came to a halt as he unrolled himself, looking down at the void. Though he didn't do it for too long. The superstition that the Void stared back right at you was a bit too literal in the sense for the Null Void.

"Hmph… He really was a corrupt person. Just like Grandpa said, just because someone looks good on the outside, it doesn't mean squat for what's in the inside." Cannonbolt quoted on his victory.

The celebration was cut short as his attention was drawn back to the portal, which had become more unstable through the duration of the fight. Cannonbolt's gave a look of grief as he turned over.

"Now… To deal with this." He sighs. He taps the Omnitrix dial, reverting back to Ben.

Ben dashed over to the Portal Generator's terminal in a struggled attempt to recalibrate the machine, doing all he could to try and stabilize the system. He started to sweat a little though in worry, as the part that Phil smashed was the main battery, meaning that no matter what he did, it would break down. He would try to contain the shutdown of the device… But there were no guarantees of course.

And that just proved to be the case as Ben saw a single spark of red emitting from the keyboard he was typing on.

"Oh no…" He says in low tone as the terminal he worked on exploded. Immediately, the portal started to warp in an out-of-control matter, and began to expand out.

 _'The subatomic energy is becoming unstable…! At this rate, it'll just become a black hole! I have to run…!'_ He immediately thought.

With the flashing of his Omnitrix, Ben was replaced with XLR8. Making a desperate attempt of an escape away from the vortex, try as he might, the suction was beginning to overtake on his superhuman speed. He grit his teeth as he slowly began to feel himself being taken off from the ground.

Yelping as he began to fly into the portal, he struggled to hold onto the rim of the portal. XLR8's expression turned from one of mild concern to extreme shock. In his state of panic, he couldn't foresee a moment to activate the Omnitrix with his mind, and as a result an intense white light engulfed his vision, effectively blinding him as he covered his eyes.

After a moment of shining brightly, the white light disappeared in an instant. There was nothing left. No portal, no Ben Tennyson, nothing, not even the asteroid that Ben was living on. The Null Void was now devoid of one of its many prisoners, but to who knows where? Would he survive? Only time would tell…

* * *

 **…**

Earth Land. No, not Earth; _Earth Land_.

Most of the known part of Earth Land was occupied by a very large peninsula, with some isles of different sizes being scattered in the sea surrounding it, and the peninsula itself being linked to the mainland, whose geography is mainly unknown.

The territory of this land was split into several countries: The Kingdom of Fiore being one of them.

Fiore was occupied by a smaller, secondary peninsula sprouting from the main land, to the west. The Principality of Veronica, a small country located in the Mountains north to Fiore. The country of Seven, occupied a peninsula northeast of Fiore. The country of Bosco, located east of Fiore. The Country of Iceberg, located to the east of Seven, northeast of Bosco, north of Joya, northwest of Bellum, and west of the Pergrande Kingdom. And so, on which expanded the boundaries of Earth Land.

But there was one thing about this world more than just the kingdoms. It was a world of Magic, as unbelievable as that sounded.

Magic had been around for centuries in Earth Land and Fiore, and is used in everyday life for various needs. And there were those who used magic in life as their occupation. They were referred to as wizards, or more commonly known as Mages. The wizards belonged to various guilds, and performed jobs on commission. There are a number of large guilds within the country. And within one city laid a very particular guild, known to be the most powerful. A guild were various legends were born… Or rather, would continue to be born long into the future.

That was the words to describe the famous, or rather; infamous guild: Fairy Tail.

…

…

A group of people were walking towards a tall and large building. The front displayed the words "Fairy Tail" accompanied by a symbol resembling a fairy-like figure with a tail. This was Fairy Tail's guild building, which was basically a HQ of sorts.

Now, Fairy Tail's headquarters resided in an imposing building consisting of three floors and incorporating several architectonic styles: it took on a shape reminiscent of a pagoda, with each floor being smaller than the one below it and sitting on the latter's roof. The roofs also bore great resemblance to those of real pagoda, consisting of extremely long, arched tiles lined up one after the other and possessing simple curved protrusions jutting upwards on the building's angles. On the highest roof, topping the summit of the building, sat a simple, round and pointed dome, highly reminiscent of those seen on Arabian buildings, which bore a flag on its point.

The roof below the one with the dome, the middle one, housed a large banner with Fairy Tail's symbol on it, held up by a pair of vertical poles. The building's large entrance was again Arabian in design, with its shape being reminiscent of that of the dome on the summit, and above it was the guild's name, topped by a protruding, stylized heart shape and flanked by a pair of carved fairies. Stylized heart shapes were also visible on the frames of the numerous, large pentagonal windows located on each floor, with the top floor housing smaller, arched windows partially covered by banners.

There were five people in total for this group, four humans and a…cat that could speak.

One of them was a was a teenager girl, with shoulder-length, blond hair, tied in a ponytail to the right side of her head with a blue ribbon. She wore a white, sleeveless shirt with blue highlights, and a blue cross down the center of it, intersecting at her chest. She also wore a blue skirt, and had a brown belt around her waist, which had a black whip and key ring on it. The key ring had eight keys on it, five of them being gold, and the other four being silver.

One of the others was a loud teenage boy with spiky, pink hair. He wore a blackish vest with a gold trim, which was both open and sleeveless, revealing well-muscled arms and chest. He also wore white, knee-length pants that seemed to be tightened to his legs by black cloths. He had a scarf around his neck that bore a scale-like pattern.

The last male of the group was a fairly skinned teenager with spiky, black colored hair. He wore black pants and a long, white coat with a blue trim. He appeared to be calmer and more composed as compared to his pin haired friend.

The last female of their group was a young woman with long, scarlet hair and brown eyes. Her attire consisted of a custom-made armor labeled as the Heart Kreuz brand, alongside a blue skirt, black boots, and diamond shaped silver earrings.

Their final member of this odd group was a small, blue, humanoid cat. He had a white underbelly, and wore a pale green knapsack around its neck and over its back. Bizarrely enough, there were angelic wings sprouting from his back, which were used to hover at head-height with his companions.

"The S-Rank mission is done!" The pink haired teen laughed cheerfully. "I wonder what Gramps will say?!"

"Yeah, but we almost didn't get paid cause some knucklehead kept on destroying everything!" The onyx haired youth shouted. "We were barely able to keep the island from being destroyed as it was!"

 _"What was that, frost face?!"_ The former growled, smashing his head into the latter's.

"You heard me, _flame breath_!" The other teen barked.

The two leered at each, several veins of anger popping on their faces as they continued to lean their foreheads against one another. The blonde girl flinches, but tries nonetheless to get them to stop arguing with another.

"Come on, you guys! We're already in front of the guild, so quit it!" The girl tried to plead. However, it didn't seem to be of any effect… That is, until the scarlet haired woman walked in front of them and smacked their heads together.

"Exactly. **Natsu** , **Gray** , behave yourselves!" She ordered, scolding the two of them.

Natsu and Gray froze and place huddled together like scared cats, changing from polar opposites to best friends in an instant as they shuddered over the sight of the red menace that attacked them

"YES, **Erza**! We're best friends!" The two squeaked in response, hoping to not incur anymore of her wrath.

"Sheesh… Thanks, Erza." The blond thanked Erza as she sighed a little.

"Not a problem, **Lucy**. the two of them just need an occasional reminder every so often." Erza replied with a smile.

 _'More often than you think though…'_ Lucy thought as she sweat dropped at Natsu and Gray.

As the commotion went on, Natsu then caught a glimpse of something in the air. He stopped panicking and looked up after letting go of Gray. He pointed his finger up as he did so.

"Hey you guys, what's that?" Natsu asked.

Everyone stopped to look up at what Natsu mention. Their eyes widened in curiosity at the sight at a vortex opening high in the air, but what really made them shocked the fact that something raced and launched out from the red vortex. A hurling figure of that was too fast for their eyes to complete identity.

"Eh?! What is that?!" Lucy exclaimed.

Erza's eyes narrowed as she eyed the falling figure. She then calculated its speed to predict its landing zone; her face's turning to one of shock when she finished.

"It's going to crash into the guild hall!" The scarlet haired girl yelled.

"EH!?" Lucy retorted. "What do you me—"

"—I have to warn the others!" Erza barked as she began to run towards Fairy Tail's guild building.

* * *

 **…**

Going to the said object in the air, our familiar protagonist was in a predicament.

 ** _"AAAAAAAAAAAAAAAH!"_** XLR8 yelled out.

The Kineceleran was now speeding out from the vortex that consumed. He was continuously yelling as he tried to figure out what the heck was happening, only to then reappear in a blue sky all of a sudden.

 _"WOAH! Where am I? Wait, oh no, AH!"_ XLR8 yelped out.

As he tried to notice his surroundings, his attention was immediately turned to his own condition. He was falling fast through the air, at who knows what given height! He really couldn't understand where he was going to land towards, as he was basically revolving and whirling at an irrepressible rate.

 _"At this speed, I'm probably going to heat up like a meteor coming into re-entry! Ugh… I guess I have no choice then!"_ He yelled out as he slapped his Omnitrix dial.

With a quick flash of light, the blue and black alien was replaced back by Cannonbolt. Curling up into his spherical form, it added more rotational momentum into his overall acceleration, increasing his speed drastically on purpose.

 _"I just hope that I don't land on anything important!"_ Cannonbolt shouted in his rolled-up form.

…

…

Back with Natsu and company, Erza arrived towards the entrance to Fairy Tail's guild hall, slamming the front doors open with a drop kick. As she landed, she breathed in, before yelling as loud as she could.

 **"EVERYONE! EVACUATE THE HALL, NOW!"** She ordered with fear in her voice.

Many of the guild's residents and visitors looked over. Some of them reacted in confusion due to seeing Erza's expression, some were more or less shocked at hearing her harsh tone. Out of all the people who reacted to her, a short old man wearing an orange hoodie and blue/orange striped jester hat walked up to Erza in confusion.

"Ah, welcome back, Erza, but what's the matter? Why are you all riled up for?" He asked, worried about the look on her face.

"Master Makarov, a speeding meteorite is going to crash right into the guild hall! We need everyone to get out!" Erza retorted as she grabbed his shoulders.

The old man certainly didn't expect her to say such words. Makarov's eyes popped out in surprise as he blinks a few times. He turns around and yells for everyone to get out. "YOU HEARD HER, LET'S MOVE, PEOPLE!

Turning around again, he and Erza run out, joined by all the other occupants in the hall. It appeared that they were able to evacuate the guild hall with everyone in toe. Though, Makarov was more worried about the guild hall admittedly, as compared to the safety of its denizens.

After everyone rushed out of the building, Erza was the first to look up in the sky. Everyone else saw her gestures, and they looked up at the figure that Erza mentioned. It was now approaching closer, and eventually came down and crashed right into the heart of the guild hall, causing a massive impact and explosion.

Makarov cries out comically as clouds and waves of dust and material apart from the guild hall spreads out in a wide arc. "NOOO! NOT MY PRIDE AND JOY!"

The crash was pretty much heard throughout the entire town of Magnolia, the town in which Fairy Tail had their head of operations in. The impact of the mystery object shook the ground immensely, even to the point that some people fell over onto their rears.

As the dust clouds dissipated, Natsu's group moves forward to investigate the crash site. After escalating up through the remains of the guild hall, they reached the top of the crater. Eyes narrowing down, they looked to see what appeared to be a yellow and black sphere of some sort.

"Hey, let's go check it out!" Natsu prompted, sliding down.

"Oi, Natsu! Don't just… Ugh, wait up!" Gray tried to call him back but ended up catching up to him instead.

"Hey, come back you two, we don't what's—"Lucy cried out, only to be cut off by Erza.

"Don't worry. Now, let's go join them." Erza said as she placed a hand on Lucy's shoulder.

Lucy nodded worriedly but decided to go along. The two women proceed to join the other two in sliding down towards the center, and as they began to reach the bottom of the crater, they could Natsu and Gray look at the spherical object in question.

"So… What do you think it is? I think it's an egg!" Natsu looked over this object in detail.

"No, you dolt. No egg could've survived a fall like that." Gray retorted while also taking a look.

Erza and Lucy join up with them after a few seconds. The scarlet haired woman walks up to it and taps it a few times. Lucy looks at the armored woman, wondering why the hell she would think of doing such a thing.

"Hm… It doesn't appear to be hollow at least. It's probably something that's alive." Erza concluded.

Natsu nodded, but not before covering his nose in awkward disgust. "And it's got one nasty hell of a musk too, yuck!"

 _"Musk?"_ Gray and Lucy look at him in question.

As the group's attention was focused on minor details, their devotion was redirected to a sound coming from the said object. It was a small groan that was growing over with a pace of increasing discomfort.

 _"Oww…"_ Cannonbolt whimpered. His spherical form shook a little, which made everyone take step back reflexively.

The group backed away few steps afterwards. They watched as Cannonbolt began to unfold himself, revealing his true appearance as he laid flat on his back. The group gasped in shock as they gazed upon him.

"Urgh…" Cannonbolt groaned. "Well… Least I landed…"

Cannonbolt slowly opened his eyes, his gaze readjusting to the environment. He initially saw a blue sky, but it was then replaced by the heads of four people who looked over with curious eyes.

"Huh?" He blinked. "Uhh…"

The Arburian Pelarota stared at the four above him for a few seconds before sitting up. He takes a look at his surroundings, eyeing the massive crater he made. He then awkwardly scratches his head while glancing over to Erza and company.

"Um… Hey there? Can anyone tell me where this is?" Cannonbolt sheepishly asked.

Everyone was silent for a bit, before they all deadpanned and fell down comically. Cannonbolt sweat dropped, before chuckling a little himself. "Well, this is interesting…"

* * *

And so, Chapter 2's remake is officially complete.

The last part of this chapter was heavily inspired by the end of Season 3, where Cannonbolt goes into re-entry after exploding out of the rocket ship as I previously said before. However… What I was really inspired by was the part that happened in the previous episode, where Dr. Viktor attempted to send XLR8 off into the portal. Ben was _only_ able to avoid being sucked into that void due to throwing something into there before he himself was inside.

I retouched some still with the Phil fight, as well as showing some remnants of the Null Void's damage on Ben with this in mind. Showing true anger actually made Ben want to fight, and possibly kill Phil during their engagement. However, it's because of Phil that he was reminded of Max and the side of humanity that taught him that there's a limit to the damage and activity you can do in battle.

That's not to say that Ben will occasionally show a little… Ruthless with some wizards in mind. Ha ha…

I've been following up with the final season of Fairy Tail, and I've got to say… Oh my lord. I actually popped off and cheered when Wendy and Sherria introduced themselves! Wendy's natural Dragon Force is sooooo wonderful to look at, as much as it reminded me of Medaka's War God Mode, though a badass Wendy is a coolass Wendy!

So, this was the remake of the 2nd chapter! There are 35 more chapters, as well as the others to also correct with the spelling, grammar, and the like! I hope you'll continue to look forward to them!

So, with that all said and done, I'll see you in the next remake! Tell me what you guys thought of this chapter!


	3. Ben Versus Natsu

**This Chapter has been re-edited as of January, 2019!**

Here comes Chapter 3's re-editing! I hope you also enjoyed the last two chapters as well!

So, the thing about this one, and the chapter after this, is that they're _really_ short… So, I decided to combine the two together into one big chapter! That means I'm going to have to fill in on the next one, but I'll get to that when I do. Other than that, there's not much to say, so let's get to the story.

I do not own anything related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading to you all!

* * *

 **Chapter 3:** _Ben Versus Natsu_

 **…**

In the middle of the crash site stood Natsu and company, staring eerily at Cannonbolt as he sat in the middle of their circle. He could only lightly chuckle to himself at the expressions of the teenagers around him. After all, he wasn't used to this kind of reaction anymore, due to being isolated inside the Null Void for so long.

The Arburian Pelarota took a look around his surroundings, and was just as flabbergasted as he was before he turned out from the vortex that had previously consumed and spat him out. He then turned to the four humans that were looking down on him. They seemed to be fairly…friendly; curious to a higher extent. Now was as good a time as any to ask them some well-deserved and necessary questions.

"Uhmm… Hello. I don't suppose one of you kind folks can tell me where I am at the moment?" Cannonbolt asked while giving off a sheepish smile.

The four took a moment to listen…but then deadpanned and dropped like dolls. After reacting to the sudden question, they picked themselves up in a split second. The scarlet haired girl, Erza, approached Cannonbolt first, pointing a sword at him. It surprised him that she was able to summon some kind of glowing red circle out of her hand to drag the sword out. It was like she was extorting it out from some sort of storage.

"Who, and what, are you?" The swordswoman demanded to know, glaring slightly at him.

Cannonbolt shuddered from the sudden interrogation, but soon regained his posture. He responded with by holding his hands up to signal that he meant no harm…besides the accidental damage that he already committed to the land around himself of course.

"That… Well, that kind of depends… Right now, my name is Cannonbolt. I'm an Arburian Pelarota." He answered, though his words still made Erza raise an eyebrow in suspicion. Obviously, she looked like she never heard of his species.

"…An _"Arburian Pelarota"_? What kind of creature is that?" She asked, though not as hostile as before. She was still pointing her sword right between his eyes though.

"Uhh… I suppose that you never heard of an "alien" before. I suspect?" Cannonbolt asked instead.

Erza, now noticing that the alien in front of her wasn't going to pose a threat, slowly lowered her sword as he nodded to answer his question. She placed it on her shoulder, gesturing for him to continue.

"Well, before I answer and explain what that term means… I don't suppose that I can ask a few questions of a my own?" Cannonbolt said as he stood up, albeit awkwardly due to the balance of his body. "Oooof… That's rough."

"…Very well then. What is it that you wish to ask about?" Erza questioned.

Cannonbolt smiled a little, before glancing around a bit to signal his incoming question.

"Um… For starters, is this the planet Earth, by any chance?" He shot out first.

Erza raised her eyebrow, as did her friends around her. _'What is he referring to? Does he mean "Earth" as an abbreviation of Earth Land?'_

Blinking once, she answered Cannonbolt's question with the limited knowledge of her understanding. "No, I do not believe so. This location is known as Magnolia Town."

Now it was Cannonbolt's turn to raise an eyebrow, well, if he had one.

He scratched the top of his head. "…Magnolia Town? Is this some kind of city on Earth?"

Lucy walked up to join the conversation, being one of the others to shake off her initial shock of the creature in front of her. "Do you know of the Kingdom of Fiore?"

Cannonbolt shook his face. Lucy and Erza looked at each other, then gave him a confused look as they started to shoot off random questions to hope for an answer.

"Uh… What about the continent of Ishgar?"

Cannonbolt shook his face again, still clearly lost for words.

The girls thought to themselves for a moment. Lucy then glanced at Erza, who then nodded back. After a little more mental communicating, they then turned back to Cannonbolt.

"Well, if anything… I don't think you even came from another planet. I mean, we just saw you get launched out of a sudden warp hole that appeared in the sky just now." Lucy explained, gesturing towards the air with her finger.

Cannonbolt looked up at the blue sky once again. After looking for a bit, he sighed as he brought his face down, his expression being a bit dejected.

"Great, out of all things… It's good that I got out of the Null Void, but now I'm stuck in another dimension all together now…" Cannonbolt muttered.

"Eh?" Lucy said. "What did you say?"

Cannonbolt then brought his face up, waving an arm around while sheepishly trying to close off her question. "Oh, it's… It's nothing! A-Anyways… You said you had more questions for me?"

Erza then took a step forward, Cannonbolt's attention redirecting to her again. She nodded as she stored her sword back in her pocket space, summoning another red circle to store her blade back inside.

"Where did you come from; let's start with that." She started. "Can you answer that for us?"

Cannonbolt thought for a moment, shifting his eyes awkwardly. He knew how he got to this world, but could he trust these people? He placed his hand on the top of his head, trying to think of what to say.

 _'Well, taking a look around… I seemed to have destroyed something **preeetty** big, but they aren't retaliating… I guess I can tell them then, it's only fair…_ '

Crossing his arms and humming for a bit, he then sighed as he turned his eyes back to Erza and company, deciding his next action.

"Well, to tell you the truth, I actually came from another dimension. I can probably vouch for that since you said you saw me coming out a worm hole." Cannonbolt replied as he points up.

Erza and Lucy crossed their arms, trying to pull together what information they have so far. It seemed reasonable enough. A warp hole would probably be able to lead to any sort of place imaginable. Lucy herself was also kind of immerse with alternate worlds herself with her own abilities in mind.

Deciding to take his word for it, the blonde then smiled, turning to him. "So, what's this alternate place called then?"

Cannonbolt nodded, letting his arms hang down.

"It's called the Null Void. It's pretty much a place for trapping criminals, unreasonable aliens, the whatnot. I accidently got sent there, and had to survive in that eerie void for two years." He quickly summarized.

The group was slightly shocked at Cannonbolt's speech. But it wasn't as though it was phony information. Even though the whole description seemed to explain the Null Void as anything as a rainbow park, Erza then remembered something that Cannonbolt said that caught her attention.

"Wait a second… You said, _"that depends"_ , at first. What do you mean by that?" She asked, now with an intrigued look on her face.

 _'Huh… She noticed that bit of info I slipped out.'_ Cannonbolt mused, complimenting Erza's hearing with a small smirk.

"Yes. What you're looking at isn't my normal form. You guys are all human right?" Cannonbolt asked, everyone nodding.

"What? Are you something else then? A Take-Over or something?" Gray asked, trying out some random guesses.

"Well, I've never heard of such a thing… But to tell you the truth, I'm actually—" Cannonbolt replied as he tapped the Omnitrix dial on his forehead mid-sentence.

He was engulfed in a green flash, forcing everyone to shield their eyes. When they uncovered them, Natsu and Gray's jaws dropped, while Lucy and Erza widened their eyes in surprise at what they saw: a young boy wearing a dull grey and black shirt with olive green pants and black and white sneakers.

"I'm a human, just as you all are. My real name is Ben, Benjamin Tennyson. How do you do?" Ben said as he introduced himself.

* * *

 **…**

"So, you really have no idea how to get back huh, kid?" Natsu said as he walked with his friends and Ben.

"Yeah… Unfortunately for me, my device broke down, and I ended up here as a result." Ben responded with a sad expression, before giving off a small smile. "Well, at least I ended somewhere decent."

While the five were walking back after a few minutes later, Ben decided to fill the time by giving them the rough summarization of the events that led to him being dragged into Earth Land. Mainly, he discussed about the things that happened on the day before he was sucked into the void that brought him here. Completing the Void Generator, Phil's sabotage…

Natsu crossed his arms and hummed, thinking of an idea that might cheer Ben up. Suddenly, something came into mind as he looked back at him.

"Well, if you can't get back, maybe you should stay with us at Fairy Tail!" Natsu suggested with a wide grin.

Gray darted his eyes back immediately at the mention. " _What_?! Are you nuts, Natsu? How can he do that when he destroyed the guild hall!"

"Hey, it's not my fault I was spawned that high up in the air. I could've died if I didn't do something." The Omnitrix wielder responded as he shrugged casually. "There was nothing I could do to slow myself down, so I decided to speed up instead."

"Erk… But still…" Gray's expression froze a little, as he couldn't really find anything to shoot back.

Ben and company then reached the top of the crater sight, greeting the mass of people that were inside the guild hall prior to Cannonbolt's Destructive Finish. Makarov walked up to them, the old man looking at Ben with curiosity.

"So, what happened, Erza? Was the thing that came down this boy here?" Makarov asked.

"Unfortunately, yes, Master. However, he didn't do on it purpose, sir." Erza responded.

Makarov gave a gallant chuckle after hearing her words, which confused Ben if anything else. "Ho-ho-ho! Well, as long as no one got hurt."

He then brought his attention to Ben, bringing out a hand to exchange a handshake with. "So, what's your name, young man? The name's Makarov. I'm the Guild Master of Fairy Tail."

Ben was mildly shocked by the reaction that Makarov, but returned the gesture as a sign of politeness. "My name's Benjamin Tennyson. I'm… Sorry about that guild hall of yours."

Ben sheepishly chuckled as he sweat dropped, though the old man merely brushed it off with a shrug.

"Ah, don't worry about that, Ben. We can always fix it." Makarov said as he looked at the rubble that used to be the guild.

Ben looked at the debris, cringing at the destruction he caused. There must've been something that he could to do make amends…

And right as he looked at it though, a light bulb went off in Ben's head as his eyes widened. He turned back to Makarov, who in turn gave him a questioning look.

"Actually… I think I can help fix the guild, if you want." He offered with a smile.

Another person walked out from the crowd as he said that. She had long white hair and wore an ankle-length maroon dress that sported a large pink bow with high heeled shoes that matched her dress.

"Can you actually do that? How?" The young woman asked. "Really?"

Makarov turned around to face the girl, chuckling a little. "Ah, good to see you're unharmed, Mira."

The rest of the crowd that overheard Ben were bemused and a bit doubtful. Some of them muttered that the kid was crazy. How could a little kid fix this much devastation? It would take months to replace a building this size, and that was an understatement.

Ben however grinned as he placed a hand on his chest to reassure her.

"As a matter of fact, I can." Ben answered cheerfully. "Just, give me a moment."

"Really now?" Erza folded her arms. "What do you have in mind?"

Ben gave her a smirk, walking to the edge of the rubble while scanning the vicinity. He took measurements of the scale of the crater that Cannonbolt made, making some mental calculations for a moment before making his decision.

 _'If it's this large of a scale… I think I can handle this.'_ Ben speculated.

Activating his Omnitrix, he scrolled through the dial, which made some of the passerby flinch from the sound that the device gave off.

After a few seconds, he marked his wanted form, and the pressed the core down. Flashing with an emerald light, he was replaced with a familiar robot-like alien. The Omnitrix dial was located on top of the glass, with the hourglass symbol being white instead of green, and he had a white and black shirt.

As the flash dissipated, the crowd gasped at Ben's new form. Natsu and company included as well. Even Makarov was surprised.

 _"Take-Over? What kind of creature is that?"_

 _"Doesn't it look like a robot? What is this guy?"_

Clockwork ignored the comments, but then turned around to Makarov. Erza took notice of the Omnitrix dial on the robot alien's stomach, her eyes looking with curiosity.

"Excuse me for a moment then, it will take just a little bit." The copper robot said in a German accent.

The crowd watched in anticipation as Clockwork turned back around. Holding out both arms, they could hear his internal workings beginning to chime as he fired two beams of light from his palms, and another from his stomach a second later. The entire area that used to be the guild was engulfed in an emerald light.

Concentrating more of his energy, Clockwork's powers began to take effect as time started to reverse in the affected area, all of the dust and mayhem moving back and forth into the places they were before the humungous accident that happened a couple of minutes ago.

All the guild members watched in awe as the guild hall was being fixed right in front of their eyes, bit by bit, brick by brick.

After another moment, Clockwork ceased his firing, the emerald beams now vanishing away. As the last of the light disappeared, what was in its place was now replacing it with a repaired Fairy Tail Guild Hall.

A bunch of people passed out from shock, and some others were astonished. Natsu and co. however were just staring with amazement. Overall though, the crowd's spirits were risen to max levels as they rejoiced in their pride and joy restored from the depths of destruction.

However, it was then that Clockwork dropped down onto one knee, panting heavily shortly afterwards. The Omnitrix dial began flashing red, reverting Clockwork back to Ben as he was consumed within a red light. Ben looked up at the sight as he was sweating a bit, smirking at his work as Natsu came to help him up.

"H-Hey! You alright, Ben?" Natsu asked in concern.

"Y-yep, I'm good. I've just never done time reversal on that level before. Clockwork's powers also tend to tire me out a bit…" Ben answered, panting in between his dialogue.

Natsu helped Ben onto his feet, allowing the Omnitrix wielder to lean on him for support. He took a short breather before returning to normal, after which he walked towards Makarov and Mira.

"Well… That was a job well done, Ben!" Makarov complimented. "That was amazing!"

"Indeed! Thank you so much! Oh, I believe I haven't introduced myself either. My name is Mirajane Strauss, nice to meet you. Call me Mira." Mira greeted, grasping his hands and shaking them wildly in joy.

Ben nodded, smiling awkwardly upon looking at her bubbly face. Makarov then turned to Ben while she continued her little dance of celebration.

"So, I heard that you aren't able to return home. Well, if that's the case, why not join our guild, like Natsu said? A Mage of your caliber is a wonder to behold. You're what they might be called a needle in a haystack." Makarov offered.

"Sure, if it's ok with everyone else." Ben answered…but then frowned as he processed Makarov's previous words. "…Wait, _Mage_?"

The old man raised an eyebrow along with the rest of the others present. Erza however narrowed her eyes on Ben though. Both parties were confused on the matter, but Makarov was the one who decided to go first with the questions.

"You do use Magic, correct? How else were you able to transform into that creature without Take-Over Magic?" Makarov questioned.

Ben's eyes widen in surprise. He knew that he was thrown into an alternate world, but he never knew that something like magic would exist. Sure, something like Hex's magic was something to awe on about, but a world full of magic users? What kind of world did he get into?

At this point, he was pretty sure he could trust everyone with what he could say, and decided to give off his identity. _'Well, here goes…'_

Ben then lift and held up his left arm, allowing everyone to get a full look at the Omnitrix. Everyone except Erza eyed the device in wonder and curiosity.

"This device is called the Omnitrix. This is how I turned into Clockwork and Cannonbolt." He explained. "I've heard and seen Magic before, but I myself can't really do such things."

Erza nodded in understanding. _'So that's the deal with that symbol.'_

Out from the group of people spoke a petite girl. She had wavy, wild like blue hair that was held by an orange bandanna. She wore an orange sleeveless turtleneck that went down to the middle of her thighs. She wore sleeves of the same color and red sandals. The Fairy Tail mark was on her left scapula.

"So, how many of those creatures do you have stored in that thing? Oh, the name's Levy McGarden by the way, nice to meet you, Ben!" Levy inquired.

Turning to her, Ben answered. "I have roughly seventy transformations that are regularly available. I usually only use a cluster of them for most things, so give or take maybe six or seven aliens that I use on a regular basis."

…

…

 _"…What."_ Everyone else, mind Erza, uttered all at once.

Everyone was left breathless from Ben's answer. At least seventy transformations at one's fingertips? No Take-Over wizard could ever do that! Levy however snapped back to reality by hearing Ben's answer.

"Wait, you said they were _"readily available"_? What do you mean by that? Are you saying that it has even more than seventy?" She dared asked.

To her dismay, and excitement all the while as well, Ben nodded and looked down at his arm. "Well, after fully examining it, I discovered that it actually has the genetic code of over a million different lifeforms; I've just never unlocked them."

Jaws dropped immediately, some even detached from their heads, of course in a comical matter… But one _million_ forms?! Seventy was already crazy enough! How much power did that small device have?

Two men then stepped forward from the crowd. One had slicked back dark blue hair and wore a beige coat. The other had brown pompadour hair, wearing a light green shirt with a dark green flower pattern. They were Macao Conbolt and Wakaba Mine.

Wakaba spoke first, pointing at the Omnitrix while doing so. "So, how long have you had that thing for then?"

Ben glanced down at the Omnitrix again, and then back at Wakaba as he tilted his head in remembrance. "Around two years, I believe. I got it when I was ten."

"Wait, what?! You're only _twelve_?! You look so much more mature though!" Macao responded, others agreeing with him as well.

Another man walked out from the crowd. He was an extremely muscular teenager with long upwards white hair who wore a dark blue gakuran and wooden sandals. He came out and patted Ben on the head, though a bit too harshly for Ben's care.

"Such forms! That's what makes a man _MANLY_!" He proclaimed.

"Oh, **Elfman**! Don't hurt Ben!" Mira cried out while grabbing onto his arm. "He's only a child!"

Elfman ceased his gesture, with Ben lifting himself off the ground and dusting himself off. He looked at Elfman, who still had a giant smile on his face. He wasn't exactly mad, as the white-haired teen in front of him seemed to be just a little too enthusiastic about stuff. He wasn't a bad person at least in his eyes.

"Sorry about that, Ben. My younger brother can be a bit too much sometimes…" Mira said as she clapped her hands together.

 _'Brother?'_ Ben thought with an amused look. He looked back and forth between the two of them. _'I guess the white hair runs in the family, if anything.'_

"So, Ben… You keep talking about these aliens, but what can they do anyways? The way you talk about them, it seems like they're not just for show, since you just used one and repaired the guild hall." Gray then asked, curious about his forms.

Ben's face went into an expression of deep thought. True, his aliens all had a variety of abilities, but he lost count of how many to be honest. The first forms that came into the mind were the ones that he originally started off with… But even those were unique in their own right.

"Well let's see here…" Ben started to count with his fingers, which only made Gray and a few others weary.

"Well, you already know that I've got time powers from Clockwork, but I also got other things. Uh… Super-strength, super-speed, sonar hearing, enhanced smell, flight capabilities… It's more like about the stuff that I _don't_ have to be honest."

Gray's eyes widened, chuckling nervously as he answered. "S-Seriously? That's pretty overwhelming…"

He was shocked beyond belief. If what Ben said was anything of truth, he was probably one of the strongest people in the whole entire vicinity, at least with the power to do pretty much anything. In the field of magic, the more abilities you had, the broader you could extend yourself out to with the missions and jobs you took.

While he was shocked by Ben's answer, Natsu's eyes lit up in flames of excitement in response to Ben's statement.

"Hey, that sounds awesome! Oh, I have an idea! Come on Ben, you and me! Let's fight!" Natsu demanded all of a sudden.

Ben looked at Natsu with slight surprise. The others deadpanned from Natsu's simplistic nature, face palming or groaning. What was Natsu thinking, wasn't he just listening to Ben? He pretty much had a form for any scenario, which probably concluded something like this as well.

"Uh… What do you mean?" Ben asked in confusion.

Natsu clenched his fist, flames suddenly spewing from his fists as magic circles went over them. "What you do mean?! Obviously, I mean we're going to fight to see who's stronger of course! What else is there to know?!"

Gray sighed in response. "Oh, come on, give it a rest, fire brain. You already got your butt kicked by Erza not too long ago. Don't embarrass yourself even more."

Natsu's face twitched in annoyance. "Shut it, frost face! I wasn't at full power back then!"

Makarov started to get annoyed as well. "Natsu, that's enough, young man! You're seriously going to fight someone who just did us a favor? Leave our guest out of your fruitless endeavor!"

Natsu's attention span didn't detect Makarov's order as he returned his look to Ben, who flinched at him in confusion. What's the point in battling someone, especially if he didn't have to? He looked at the crowd, most of them with expression that practically said _"give up"_.

Ben then turned to Makarov, who sighed in response as he himself shrugged.

"Well, I guess he's going to keep this up until I fight him, right?" Ben deadpanned while pointing at Natsu.

The crowded shook their heads up and down, confirming Ben's thesis. Ben sighed, and then turned to Natsu. He didn't want to fight a pointless skirmish, but if he might as well do it to satisfy Natsu's demand. Especially with that gleeful face on that sorry mug of his making this situation even more awkward.

A woman from the crowd came out. She had long brown hair and wore a blue bikini top, along with brown Capri pants with high heeled sandals. She bore an annoyed look as she carried over a large wooden barrel that was roughly the size of her own torso.

"Just get it over with, kiddo. The sooner you beat him, the sooner I can drink again." She said in a lazy matter as she took another drink. By the way that her attitude was, as well as the smell of her beverage, Ben assumed that she was jugging down on alcohol.

 **"Cana…"** Mira sweat dropped, with Ben deadpanning to follow up.

 _'This place is full of weirdos… Well, not that there aren't any weirdos from where I come from.'_ Ben thought, before snapping back to his senses.

"Alright then, fine. Natsu, if you to fight, let's fight then. In exchange though, I have some conditions I want to make." Ben said as he pointed his finger out.

Natsu's eyes shined like a wild beast. He was going to launch himself if it wasn't for him having to listen to Ben list his conditions.

"First, we go somewhere out in the open. I don't want to end up repairing a bunch of more messes. Two, we fight only until someone gets injured really badly. And third, don't get sour if you lose. I don't want to hear you going and asking for a rematch..." He listed off, while smirking at his last statement.

Natsu held a look of disappointment for a bit, before returning to his normal, hyperactive state of excitement. "I'm gonna ignore that last statement… But now you've got my attention!"

Makarov turned over to Ben, his face in exasperation. "You sure you want to do this Ben? You don't have to you know?"

Ben gave the old man a smirk. "Nah, it's alright. I haven't gotten my share of exercise today anyways. This'll be good to burn off. And if Natsu wants to fight so badly, then I'll gladly oblige him."

Natsu gave Ben a large grin. "Alright! Come on now, I'm all fired up!"

The crowded started to chatter in excitement. After hearing what Ben can do, they wonder how he would do facing off against Fairy Tail's very own Natsu Dragneel, who infamously nicknamed _"The Salamander"_.

Lucy sighed. "Can't we ever just catch a break…"

* * *

 **…**

A few minutes later, the Fairy Tail guild and Ben arrived at a wide, flat plain. Its members began to take seats around the vicinity of the vast field of grass. Levy used her magic to create lines as borders for Ben and Natsu's makeshift arena.

Natsu and Ben entered, standing on the opposite ends. The two were seen stretching for a bit, before staring off at each other with growing anticipation.

Ben gripped the Omnitrix with his right arm as he gave Natsu a small smile. "You ready, Natsu? You can still change your mind, you know?"

"Not on my life!" Natsu retorted as he took a stance. "Come on!"

Ben had to admit, he hadn't had battle that was meant for fun since forever, not ever since he got trapped in the Null Void. In that place, every battle was for survival, eat or be eaten. Ben frowned a bit as he dwells upon some of his memories, but shook them off and returned with a grin on his face.

As the two fighters took their stances, Makarov arrived in the middle, between the two contestants. Putting a whistle into his mouth, he looked at the two youngsters.

"Ok then, are you all ready? Then, on a count of three. Three… Two… One… Let the match… BEGIN!" Makarov announced as he rose his arm up while blowing his whistle.

Makarov then backed away quickly. Ben and Natsu stared each other down, grinning at one another. The two then rushed forward.

Natsu was the first to actually attack, showing his hot-headed nature to everyone else. Though Ben wasn't exactly familiar with fighting humans in general, fighting humanoid creatures and the likes of other beings in the Null Void did sharpen his senses immensely.

The pink haired teenager grinned as he rocked his fist back and swung it at Ben's face. The brunet quickly reacted as he ducked underneath and rolled behind his foe. Quickly going for the Omnitrix, he didn't even bother trying to look for an appropriate form to take on as he slapped the core down, blinding everyone with a bright flash of emerald light.

As Natsu turned around, his face was met with a red fist to his nose. Many members cringed upon seeing the pink haired mage being flung off into the air, smashing into a nearby tree with great force. As the light died off, everyone else watched as Four Arms made his grand appearance to Fairy Tail.

"A form with four arms? That's a bit weird to look at…" Lucy admitted.

"Oh, please. What can be weirder than a yellow roly-poly and a robot?" Gray rolled his eyes, but he too was intrigued by Four Arm's physical stature.

"Huh… Maybe that was a little too hard." Four Arms smirked as he folded his two lower arms.

Natsu responded with a loud roar right as he said that, but managed to maintain himself and burst out from the rubble with little to no difficulty. A second later, the pink-haired wizard rubbed his cheek in slight pain, much to everyone's surprise, including Four Arms.

This form that Ben had turned into was bizarre in appearance, but it had the strength to say so otherwise. If it was able to injure Natsu and make him actually react like that, who else knew what other things he had up his sleeve? That being said however, Natsu was far from over from where things stood out.

"Geh… Gotta admit, that hurt. But how about I turn up the heat for ya?" He proposed as he opened his mouth to breathe in.

"…What do you mean by that?" Four Arms asked, now taking a stance as he watched Natsu's cheeks start to puff up a little.

Makarov nodded, coughing to divert Ben's attention to his person. "I'll give you a quick hint on what kind of Magic Natsu uses. It has to do with Dragons; specifically, fire ones."

"…Fire? Wait, he's not planning on—" With the sudden realization on what Natsu was going to do, Four Arms could only react as his eyes diverted back to Natsu as a red magic circle appeared in front of his mouth.

Opening his jaws, a torrent of flames spewed out from his mouth.

 ** _"Fire Dragon's Roar!"_** He yelled as his attack began to charge at Four Arms.

He had no time to dodge the sudden attack, so Four Arms gritted his teeth as he held his four limbs in front of his face. The attack cleared out the grass in front of the wizard's face, and that around Four Arms. Some members of Fairy Tail were surprised that Natsu would dare to use one of his most dangerous attacks on someone like Ben, who they thought probably wasn't prepared for such a blow.

However, it all came as a surprise to everyone as the smoke cleared from Natsu's Roar. As the remaining clouds of black ash cleared off, the smirk on Natsu's face turned into a quizzical expression of confusion as with most of Fairy Tail's cast upon viewing the area in which his Roar went off at.

Standing there instead of a field of burnt grass was Four Arms in his full glory, save for a few nicks on his forearms. They twitched slightly as the Tetramand lowered them down, his mouth trying to cool them off pitifully as he tried to blow off the heat from his bothered arms.

 _"Ack… That's hot…!"_ He muttered as he flickered his arms back and forth for a bit.

That was certainly a shocker. Natsu, while initially surprised, grinned in response. "Woah! I didn't think you'd be in a one piece!"

"Well, fortunately for me, this form is resistant to forms of heat. Do you seriously believe a normal person would be able to survive such an attack?!" Four Arms retorted.

"Well, that doesn't matter!" Natsu barked back as his fists were lit in flames. "I'm really getting' excited now!"

"Oh, well I'm guess we're doing this now!" The red alien took a stance as Natsu rushed forward.

Aiming at his face with a large right hook, Four Arms saw this, countering him by grasping onto his arm. The pink haired wizard's eyes widened as Four Arms twirled on his right foot, using his two upper arms to perform an arm throw, slamming him into the ground.

Natsu coughs out some spit as he lands hard on his back, but he quickly recovers as he lights up his foot in flames. Four Arms' eyes widen in response as Natsu uses one of his arms to spin and kick him in the back of the knees, tumbling him into the air.

 ** _"Fire Dragon's Talons!"_** He exclaimed.

Clicking his tongue, before Four Arms could fall on the floor of the plains, he cartwheels on his four arms, leaping back a few feet from Natsu as they both get back onto their feet.

"Quick reflexes, impressive." Erza nodded in recognition.

"So… Fire Magic, huh? And one that's related to Dragons?" Four Arms rose an eyebrow as Natsu grinned.

"Yep! It's called **Fire Dragon Slayer Magic**! It grants me various characteristics typical of a Fire Dragon: lungs capable of spewing flames, scales that grant protection against fire, and nails covered in flames!" Natsu boasts as he cracked his knuckles. "Check it out!"

Taking this information into account, Four Arms thought for a second. Knowing that Four Arm's bulky stature wouldn't do good against Natsu, so he decided to go for something a little more agile.

"Dragons… I've heard from somewhere that the one thing that rivals a Dragon is a beast of its own caliber. So, in that case, get a taste of **Wildmutt**!" He announced.

Slapping the Omnitrix dial on his left shoulder, another green flashed was created that blinded everyone in its vicinity. When the flash died down, Ben was replaced with an orange alien resembling a large canine with no facial features such as ears, nose, eyes, etc. Its lower jaw stuck out, revealing sharp teeth. Three gill-like nostrils were located on each side of its neck, with quill like fur on the top of its arms, under its jaw, and on top of its head. The Omnitrix was located on its left shoulder in a brace form.

The crowd was intrigued by Ben's new form, but were confused by its appearance.

"What good is that dog thing? It's got no ears, nose, or eyes!" Gray wondered. "How can he fight in that form?"

Natsu stared at Wildmutt for a bit, before resuming his attack. Natsu attempted to use another flaming fist against the Vulpimancer, who merely stood there as if he were waiting for him to make the first move.

The fire mage raised an eyebrow in confusion, but continued regardless. As he swung his arms however, Wildmutt's gills twitched, and he reacted with lightning quick reflexes. He used one of its forearms to trip Natsu by sweeping up his feet, causing him to fall forward. He then leaped above Natsu, grabbing his coat with his mouth as he landed behind the fallen fighter.

Lifting him off the ground and rocking his head up, he threw Natsu backwards and into the air, which made several members gasp at the quick course of actions.

"Woah!" Natsu responded in surprise. "What the heck?"

Performing a backwards roll midair and landing in a crouching position, Natsu regained his posture as he landed on a patch of grass. He smirked at Wildmutt, causing the canine alien to growl slightly, as if saying _"Come on"_. Naturally, Natsu obliged his offer, and the two began charging towards each other. As the two got closer, they both clenched their left fists, swinging at each other when they reached collision.

Wildmutt grazed Natsu's shoulder, causing the cloth of his jacket near there to rip into shreds and his skin to bleed a little. For his opponent however, something worse happened to Wildmutt. Natsu collided with Wildmutt's Omnitrix brace, causing the hourglass on the dial to fluctuate into a spastic blue color as red and green sparks combusted from it.

"Huh?" He blinked, glancing back. "…Uh-oh."

Wildmutt growled in question as he looked at his left shoulder. He couldn't speak, but Natsu could hear the distress in his voice as he eyed the device on his shoulder.

Natsu and the rest of the crowd stopped to look at Wildmutt's shoulder brace, which was now beginning to spark out of control. Natsu began to run to Wildmutt's position, but was then stopped by a synthetic voice midway.

 ** _"Danger! Danger! Unknown energy spikes detected!"_**

"Is… His watch talking, or am I going crazy?" Elfman pointed out.

"N-No! It's speaking alright…" Lucy squinted out from where she sat. "What's happening to Ben?"

As the device continued to go out of whack, Wildmutt was reverted back to Ben. Natsu continued to run towards him after the flash dissipated, though his opponent stopped him from going forward. Ben looked down at the Omnitrix, which was cycling through a series of colors while beeping rapidly.

"W-What's going on, Ben?" Natsu shouted.

"I don't know! That last attack you did must have done something to the Omnitrix! What kind of Magic is Dragon Slayer Magic anyways?!" Ben retorted as he pressed some buttons and turned the Omnitrix's dial a few times.

Ben continued to tap the Omnitrix to no avail, when suddenly the beeping sped up for a moment, and then stop, the Omnitrix returning to its standard emerald green hue. Ben and Natsu then looked down at it in question, when it then suddenly emitted a bright green light, causing Natsu and the crowd to cover their eyes, and Ben's to widen in surprise.

 ** _"Error scanned and archived. System restart initiated. Prepare for recalibration."_**

"R-Recalibration?! Omnitrix, what are yo—"

While still enveloped in the green light, the Omnitrix began to alter itself, the large wristwatch now becoming a bit slenderer and elongated, almost resembling a hybrid between a gauntlet and a wristwatch. Three lines prolonged around it, establishing a "Y" profile as two black lines surrounded a single white line. On each of the core's ends were a gray dial switch.

The face plate itself retained its black and green coloration, but with a smaller and slenderer gray dial. The green light then began to dissipate, revealing the Omnitrix's new form, which sported a newer grey, black, and green color scheme.

Ben's jaw was abroad, his face expression displaying multiple reactive looks to it. Confusion, anger, curiosity, excitement… As Natsu and company uncovered their eyes, Ben's eyes narrowed down onto his newly recalibrated Omnitrix. He held the dial, turning it a few times before letting it go.

A marble of sweat rolled down on his face. He wondered if this form would still respond to him, so he decided to go for broke.

 _"Omnitrix. User Access: Voice Recognition Mode."_ Ben quoted.

Everyone stayed silent… Nothing happened for a moment, but soon after Ben uttered that command, the Omnitrix beeped once, its green hourglass glowing in response.

 ** _"User Ben Tennyson, recognized. Voice Command Mode: Activated."_**

Compared to the autonomic voice that spoke a few moments ago, this version sounded like a synthetic version of Ben's own voice. It gave the brunet a weird feeling, but he was amused nonetheless. While the crowd around him was still astonished by what was happening, Ben then narrowed his eyes again as he tried something else. Beginning a series of button presses and dial turns, the Omnitrix began to make synthetic sounds from Ben's interaction, until the synthetic voice responded again to the combination that he inputted into the system.

 _ **"Error. That**_ ** _function is not available._** _ **"**_ _It called out._

Ben frowned in response, and attempted the same command again; only to get the same response. His left eye twitched a little as he let out a small sigh.

Scratching his head, he decided to go for the second-best thing.

 _"Omnitrix; Status Report. Identify and display recalibration sequence results."_ Ben commanded.

Beeping once, the hourglass of the Omnitrix glowed, projecting a hologram that consisted of multiple windows, each containing a bundle of text. Natsu stared at Ben in confusion, wondering what he was doing with the device on his wrist.

"Uhhm… Ben? You doing alright?" He asked in a deadpanned matter.

Ben glanced back at Natsu for a moment, and then back at the Omnitrix. "Be with you in a bit, Natsu. Gimme a moment."

Natsu deadpanned again, grunting and sitting down shortly after. Ben's eyes scrolled through the statement of the recalibration, jotting down mental notes of various changes. His eyes widened slightly as he then read the end of the report, which the mage near him noticed.

"…New entries unlocked, huh?" Ben announced while licking his lips in excitement. He then spoke out to the Omnitrix once again.

 _"Omnitrix, list number of unlocked DNA samples after recalibration sequence."_ He commanded

With the Omnitrix responding with another beep, the hourglass glowed once more as it began to answer.

 ** _"Recalibration Report: Ten genetic samples unlocked and available in Playlist Eight. All systems are functional._** _ **"**_

That made Ben smile. "Ten new transformations? Alright, now that's something!"

Natsu overheard Ben, responding with excitement as he jumped onto his feet. "Ten new guys to fight?! Alright! This fight's becoming even more exciting now!"

Everyone else however shuddered upon hearing his words, with Gray and Lucy even gritting their teeth as they began to retort against Ben's announcement.

 _"WHAT?! TEN NEW FORMS?! THAT'S A LOAD OF BULLCRAP!"_ They barked together. Even Erza and Makarov were stunned by his words.

"You say that, but you can't help but be curious now, am I right?!" Natsu however responded.

Ben thought otherwise as well.

Grinning like a kid opening a Christmas present, he pressed the gray dial buttons, causing the Omnitrix core to spin and pop out. However, unlike the previous iteration of the Omnitrix, instead of a black silhouette appearing on the face dial, the hourglass glowed to project a green hologram of the currently viewed alien.

Ben was surprised and slightly delighted at the new feature, and began turning the dial a few times. He stopped once he eyed one of his new aliens.

"Alright then, this new one looks pretty good!" Ben said with anticipation.

He then looked towards Natsu, pushing the core down. "Sorry for the wait, Natsu! Let's get back to it!"

In another green flash, Ben was replaced with a humanoid feline-like alien that had a violet colored fur and elf-like pointed ears. His face was white and had black stripes on its face and arms. Having green colored, cat eyed pupils and a slightly bushy tail, he sported a grey and green jumpsuit, and was as a bit taller than his human form. The Omnitrix dial was now displayed in a gray and black leather pauldron on its right arm, with the hourglass now green instead of white.

Natsu and the crowd gazed upon Ben's new form as the blue furred alien began observing himself in wonder. He then looked at his right shoulder.

 _"Omnitrix, initiate Genetic Data Display, Code 10!"_ He commanded.

The Omnitrix dial then lit up, and projected a display in front of his face. Ben skimmed through the data, nodding a few times and tapping a few things. He then closed the display and then grinned back at Natsu after clearing things up.

"Are you finally ready, Ben?!" Natsu asked with excitement as he lit his fists again.

"Yep! I just had to read up on this new transformation. Let's begin, shall we?" He proposed.

Natsu grinned, his flamed fists burning brighter than before. Ben got into a stance as Natsu started to charge towards him. As he came near him, Ben dodged Natsu's first attack, and then proceeded to snap back and lung at the various openings that he left out. The pink haired teen grunted in discomfort as he went down to his knees, but then spun around to swing Ben as he ignited an arm with a magic circle.

 ** _"Fire Dragon's Crushing Fang!"_** He yelled.

Natsu's blow reached its mark, smacking Ben right in his side. He was pushed back and off his feet, flying a few meters before landing in a crouch. Charging at Natsu as the mage landed, he leaped above him and used his tail to grab onto his scarf. Spinning him up, Ben grunted as he swung him down, making Natsu grunted in pain as he landed on his face.

"Ohhhhh… This tail is handy. Oh, I know! Let's call this form **Tail-Whip** then!" He decided with a snicker.

"Agh… That tail is a tricky little thing…!" Natsu growled.

Natsu slowly began to stand up, but not before Tail-Whip grabbed him again with his tail and began to drag him around. Natsu strained in his struggle, but then suddenly ceased to all of a sudden. Tail-Whip stopped moving as he looked back at the crowd, who pointed down at Natsu. Beholding down at his opponent, he gazed at him in amazement and oddness, noticing that his cheeks were puffing up immensely, and that Natsu's expression was one of pitiful anxiety.

Tail-Whip sweat dropped as he looked at Natsu. "Uh… What?"

"Uurmphh… Just… Gimme a sec…" Natsu called out, though he looked like he was about to puke his lunch out.

The Revonnahgander deadpanned for a bit before noting something flying in the air from a distance. When he turned to look out, the crowd noticed his gaze and also looked in his direction. Makarov held an arm to lower the sunlight's gaze to see Happy flying out towards Natsu.

"Natsu! What happened to you?" Happy snickered at his partner.

"G-Gack…! Shut it… Cat!" Natsu struggled to insult the floating cat next to him.

Tail-Whip sweat dropped. "I was attempting to spin throw Natsu, but then he turned into that…"

"Oh! Then that means you accidently triggered Natsu's motion sickness! Good for you!" Happy nonchalantly shrugged as he patted his pink haired friend.

"Motion sickness? I barely even moved him!" The alien face-palmed in response.

Happy then hovered over at Natsu's face, asking him if he was alright. Natsu stuttered a bit as he responded, but his overall condition was restored a few seconds later. He took a few deep breaths before getting into another fighting stance. Happy then sprouted his wings and floated alongside Natsu, with Tail-Whip tilting his head in confusion at their seemingly double up on him.

"Hey, isn't this between me and Natsu?" Tail-Whip blinked several times.

"Oh, don't worry, I'm just going to be helping Natsu move around." Happy responded.

Tail-Whip was a bit confused by what he meant. He turned to the crowd, Makarov in particular, for answers. "Uh… What does he mean by that?"

"The way that Happy's flying is through the usage of Magic. Normally, Natsu gets motion sickness through pretty much any form of transportation. Happy however is an exception." The old man explained. "The two of them are partners."

Happy nodded. He then flew behind Natsu's back and lifted him up somehow.

Tail-Whip's eyes widened in amusement. "Oh? That's interesting. I suppose that Magic of yours allows you to carry him as well?"

"Aye! You can say that, fellow feline!" Happy nodded.

"Cool! You ready, Ben?" Natsu smiled. Tail-Whip grinned as he took another stance, which made him grin as well.

"Alright then! Let's go, Happy!" Natsu ordered.

"Aye, sir!" The blue cat acknowledged.

Tail-Whip made a rush forward, his body dangling low. He then jumped and swung his leg. Happy lifted Natsu up to avoid the kick, going behind the tailed alien. The blue cat then dived down and threw Natsu at him, the fire mage engulfing his entire body in flames.

 ** _"Fire Dragon's Sword Horn!"_** He exclaimed as he blasted himself at Tail-Whip.

The green-eyed alien quickly turned around, but was only able to put up a light block as he took the full force of Natsu's full bodied attack. He grunted as Natsu continued to force him back. The pink haired teen grinned with satisfaction, with Ben doing the same as well, albeit while displaying a pained grunt.

As Natsu's started to lose force, Tail-Whip then released the pressure used his arms, making Natsu dive into the ground as he then swooped out of the way. The fire mage's face was full of dirt, but he quickly swatted his face out from the floor.

"Hey, come on now!" Natsu growled.

"That partner of yours is a real pain in the butt, you know?" Tail-Whip admitted as Happy hovered and lifted Natsu off the ground again. "So, how about we change things up?"

Slapping the Omnitrix dial on his shoulder, Tail-Whip was replaced with Wildvine. The plant alien's blue eye was now green, and he wore a black and grey shirt. His Omnitrix dial was also green as well.

"Let's see what you can do against Wildvine!" He called out as the light died off from his transformation.

Erza analyzed the new being, taking note of its plant like features. As she did though, her face frowned at as she began to spot those seeds lingering on Wildvine's back. The rest of the crowd then joined in, though Natsu and Happy however seemed to be unfazed.

Wildvine then stretched his fingers out, burrowing them into ground near Happy and Natsu. The crowd gasped as they then exploded out the ground, their size suddenly becoming significantly larger as they began to wrap around the two.

That was one man in in the crowd who was more shocked than anyone else. He was a tall, slim young man with black hair. He wore a white, long-sleeved t-shirt, with a pair of golden belts crossing his chest, each passing over one of his shoulders. He also wore dark green, checkered pants.

"Hey, **Droy**! He can control plants too!" Levy noted to her friend, whose jaw dropped in response.

"What?! Oh, what the heck!" He barked.

"Ha! Look at yourself Droy!" A man next to him said, laughing manically.

He had orange hair, which was kept jutting backwards at the sides of his head. He wore an open, light brown coat with white fur trimmings on its edges and sleeves, the latter of which reaching down just below his elbows. Underneath this coat was a high-collared, light purple shirt, with its collar mostly left open. He also wore dark, baggy pants, the legs of which were tucked inside dark-colored boots.

"Shut it, **Jet**!" Droy retorted. "It's not like you're any better!"

"Hey, as long as there isn't anything that's faster than me and my High Speed Magic, then I think it's all good!" He said in a haughty matter.

Levy however cupped her chin as she remembered something that Ben said. "Well… He did mention that super-speed was one of the powers he also had, so there's that."

Jet's figure blanked out immediately. "Y-You know, Levy-chan…"

Back to the fight, Natsu and Happy continued to scuffle within Wildvine's hold on the duo. Detaching his vines, he watched with a smile as their struggle continued on. Natsu's ears began to erupt smoke in a comedic fashion, with Happy gaping at his partner's laughable rage.

"N-Natsu! Hey, don't get all fussy and burn my hide off too!" He yelled.

"I'm getting out of here if it's the last thing I do!" Natsu raged while still being entangled. "No plant's gonna bring me down!"

Happy shrieked hopelessly as his partner's flames grew stronger, consuming the vines and burning them off. Natsu then landed on the ground, his body twitching while his hair was blown up into a funny looking afro.

Before Wildvine could react to his opponent's sudden freedom, Natsu charged with a flame fist. **_"Fire Dragon's Iron Fist!"_**

Smashing it right through, and _out_ of, Wildvine's face, several people cried out in fear, thinking Natsu went overboard and actually killed Ben. Natsu began to freak out as his friend's body laid there on the ground in a seemingly lifeless matter.

"What? OH SHIT!" He began to sweat immensely. "B-BEN! OH GOSH, WHAT HAVE I—Wait, huh?"

Before he could finish his freak-out, a small root tapped his ankle. He looked down at it, in which it then grew massively and wrapped itself around Natsu as others joined in the fray. Natsu reacted in shock as he was again tied up.

He then looked back at Wildvine's torso. Natsu's face turned into a disgusted expression as he watched the burnt head of his opponent splice off, before growing a new one in its place, as if nothing had ever happened prior.

"Huh?!" Natsu called out, confused.

Wildvine snickered. "I think I forgot to mention that one of my powers is also regeneration!"

Delivering Natsu a powerful punch to the face. The blow broke him out of the vines' grasp as he was flung into the air. Quickly recovering, Natsu landed several feet away on his knee, rubbing his cheek. His expression quickly turned into an annoyed grin as a single vein popped on his forehead.

"Sneaky little guy, aren't ya?!" He growled.

"Sure, say what you want. But you can't say that this is boring!" Wildvine snickered as he grabbed a bunch of the seeds from his back.

Leaping into the air, he tossed a few at them at Natsu. As they reached the ground, they immediately exploded on impact. The fire mage was able to leap back in time to dodge, only to look up above the smoke screen to see Wildvine now spinning his body around while tossing out seeds by the dozens.

"Woah there!" Natsu gasped as he began to dodge the explosive seeds left and right.

This continued on for a little bit. Wildvine's seeds kept growing back at an alarming rate, providing him the ammunition to continued on with his assault. After getting out from his final spin, the plains were pretty much littered with gas, with Natsu in the middle as the wind started to blow it away slowly.

"You ready to give up yet?" The plant alien enquired, placing his hands on his hips.

"You kidding me? I can do this all day!" Natsu retorted by holding up a flaming fist. "Come on, show me something else!"

"…If you want." Wildvine smirked.

Tapping the Omnitrix dial, and in another blinding flash of light, Ben was replaced with Heatblast, the latter whose Omnitrix dial was now green. Everyone was intrigued by the fact that his head was spewing out flames, though Natsu almost drooled, as if he were looking at a meal.

"Time to give you a taste of your own medicine, Natsu!" Heatblast proposed, his palms opening up.

Heatblast then conjured up a large ball of fire appeared in both of his hands. He then threw it at Natsu. However, this time, it was Natsu who didn't flinch from his opponent's attack. Instead, he adorned his face with a smile as it appeared right in front of his face.

"If you insist! It's time to chow down!" He grinned, basking in the glory of the attack as it exploded right in front of his face.

With flames burning all around him, the last thing Heatblast expected him to do was be excited, but that proved to be the case. Natsu reared back his head, and took a deeper breath than before. In response to this, the flames that had landed on the ground in front of Natsu flew into the air in multiple small streaks. It was like he was slurping up a drink, which made Heatblast wince.

"Ugh… He's drinking it like a smoothie?! Oh God, smoothies…" He let his flaming out in disgust. "Alright… Didn't know you could do that."

Natsu burped loudly as his finished the rest of the flames. "Whew! Those flames are probably the best I've ever tasted! Thanks for the snack!"

"What, do different flames have different tastes?" Heatblast asked, tilting his head in wonder.

"Yep… But for now… _I'm all fired up_!" He grinned evilly as he began to inhale a bunch of air.

"Ben! Better dodge this one!" Lucy warned him. The Pyronite merely shrugged as he folded his arms, waiting for him to attack.

 ** _"Fire Dragon's… ROAR!"_**

Natsu spat out what had to be the largest torrent of fire he'd ever released yet, even to the eyes of his fellow guild members. The flames were approaching Heatblast at an incredibly fast pace, though everyone watched as he just stood there. After spewing his flames out for several more seconds, he ceased fire.

Instead of seeing Heatblast turned into a pile of ash, standing in a blazing plain was a smiling alien, shocking everyone. The surprising aspect to them was that his completely unharmed body appeared off, which made Natsu frown.

"Trying to use fire on Heatblast is like trying to drown a fish in water." He uttered with a snarky grin. "Now then… Let's get rid of this before anything wild goes off.

Holding his arms out, everyone then watched as Natsu's flames began to surge themselves into Heatblast's body, erasing any potential for a forest fire. Natsu grinned in interest as Heatblast then tapped on his Omnitrix dial, creating yet another emerald flash.

This time, replacing him with a blue iguana-like alien. Three dorsal fins reached down its back, and three gills were on each of its sides. He constantly exhaled cold air that was visible to the naked eye. Wearing a black uniform that covered the majority of its body, his stomach area and the tips of his forearms were white. The Omnitrix dial was located on its left wrist.

Gray felt a shiver go down his back, which was surprising to him.

"What the hell? Ice mages don't get cold…?" Grey muttered to himself.

Seemingly not threatened by this new iguana like alien's appearance, Natsu then rushed forward again with his arms shrouded in flames.

Once again though, Ben made no attempt to dodge, merely opening his mouth. Natsu raised an eyebrow as he continued running, only to then notice a large blue beam shoot out from the iguana's mouth. Unable to react in time, Natsu was hit, and in an instant, frozen in place, alongside the rest of the area.

"He has ice powers too?" Gray barked, shocked. "What, are you gonna tell me he can turn into a giant that shoot lasers or something then?!"

Lucy and Levy nodded in agreement. Erza nodded slightly as she smirked. Natsu stood in a comically placed pose inside his ice sculpture, before heating up the ice and freeing himself. He looked at Ben in annoyance as he dried himself off.

"Hey! That was cheap!" He complained.

"I just wanted to see what **Arctiguana** would do to you. It seemed pretty satisfying to see your hilarious expression. Cold as ice…!" The alien snickered.

"I… I think that was a good one." Happy croaked, finally getting up from earlier.

Arctiguana looked over at Natsu as he began to amusingly stomp on the ground in a temper tantrum. He began to recall the events that happened in this battle.

First of all, the guy had the durability of a truck. If he could take a full blow to the face from Four Arms, he could guess that the humans in this world were just stronger and more durable than those of his world. Not to mention that his Magic was powerful as well. The ability to enflame any part of his body, eat and consume fire to restore his stamina, and even _breathe_ it, there weren't many weaknesses that…

Wait, weaknesses? Of course, it was then that Ben got an idea that would be sure to work. He snickered inwardly as it came into mind.

Arctiguana let his arm down, facing Natsu again. "Alright Natsu, I'm going to give you one last chance to give up! If you don't, this is gonna end badly for you."

"Oh? Really now?!" The fire mage chuckled.

Natsu simply grinned at the ice lizard's threat, knowing that he would get another opportunity to see another one of his forms. Feeling confident due to the fact that he made the 12-year-old change so many times, he was excited to see his ace in the hole.

"If anything, I welcome it with open arms! Come on, give me your best shot!" Natsu roared.

Arctiguana tilted his head slightly, wondering if Natsu was too brave, or too stupid to understand what he just said. Natsu then leapt and unleashed another Roar, causing Arctiguana to leap backwards as the attack unleashed an explosion in the area.

The area around erupted, with Natsu landing on the other side of where he once stood, a few feet away from the smoke plume. The pink haired flame mage then took a look back at where Arctiguana was waiting for the smoke to clear so he could see what damage he'd done.

However, he, along with everyone else, was surprised to see another green flash shine through the smoke. Another form was coming out, and it only made Natsu excited.

A creature resembling a humanoid reptilian with green skin took the blue alien's place, having a long tail and tentacles on his head. He had 3 green eyes with stripes running from them, and had 4-fingered hands with ostrich-like legs and feet. Wearing a green uniform with grey and black shoulder pads and shin guards, the Omnitrix dial was located on his torso, with the Fairy Tail emblem on his left shoulder.

 **"Neurolizard!"** He announced as he leaped out from the smoke.

Everyone in the crowd was rather perplexed by the appearance of this most recent form of Ben's. What could it do? It didn't really look powerful, nor did it look that durable. Did it have some abilities that otherwise prove their thoughts wrong?

To answer their question, Neurolizard grinned as his third eye began to glow. Shortly afterwards, his entire body was enveloped in a green aura as he began to hover off the ground. Everyone's wonder sparked as Neurolizard took advantage of Natsu's puzzlement as he extended his arms out and clenched them, wrapping Natsu in the same aura as his body was in. At first, everyone thought Ben was trying to crush Natsu; however, they were proven wrong when Neurolizard began to slowly move his hands around.

"Hey!" Natsu yelled. "What's up with this?! Lemme go!"

"Not a chance. Now then, let's take you for a _spin_!" Neurolizard grinned as he quipped.

With that, Natsu suddenly began to spin in place, much to the surrounding wizards' surprise. A few moments of spinning later, after Neurolizard's arms had stopped moving, the lizard alien then through an arm up, rolling Natsu at a considerably fast speed.

Natsu's eyes widened in comedic horror as his fellow guildmates wondered what Ben was doing. Erza put held her in chin in curiosity as well. Thinking about past events, her eyes then widened as she figured it out. Smirking, she crosses her arms as she waits for Neurolizard to do his work.

Happy's eyes widened in realization. "Oh, I know! He remembered Natsu's motion sickness, and he's using it against him now!"

"That's correct." Makarov nodded humbly. "The boy has a good sense of memory."

Gray folded his arms and smirked. "So, he's got a smart mind as well. Not bad..."

After a few moments, Neurolizard ceased his hold on Natsu, releasing him midair. He nearly landed on Happy, and it was a good thing too, since the Dragon Slayer almost puked the moment he hit ground zero.

"I think we're done here." Neurolizard said, his hands folded. "Makarov?"

* * *

 **...**

In the crowd, Makarov had been observing the fight very closely. Needless to say, he was just as impressed by Ben's power and variety as everyone else was as well as the intellect he displayed. However, this fight raised a few questions in Makarov's mind to the sake of things that might happen in the future.

Regardless however, Makarov smiled as he entered the ring, and stood next to the defeated Natsu as Neurolizard reverted back into Ben.

"This match is now over! The winner is Ben!" Makarov declared.

Most of the crowd was silent in shock from the fight. A newcomer just came up and beat Natsu, using his own weakness at that! Ben turned around to face the crowd, wondering if they were having any negative feelings for beating their friend up. Instead, the crowd cheered with a wondrous applause, surprising him a little.

Many of Natsu's friends came over to oversee the conditions their Dragon friend was in, with Gray snickering at the sight before joining up with Lucy and Erza.

"Ha! Used his own weakness against him. Ohhh, that was a blast to see…" He admitted, wiping a tear from his eye from laughing too hard. Gray rubbed Ben's head raggedly as he did so.

Ben chuckled as well, before looking down at him. "Well, I've never faced an opponent like Natsu before. And… Where's your clothes?"

…

…

"CRAP!"

Ben looked at Lucy and tilted an eyebrow up. "Does… He do that often?"

She sadly laughed. "Yeah, better get used to it. I guess…"

As Gray scrambled for his clothes, Ben turned around to see that Natsu was currently struggling to his feet, still looking queasy from earlier. He then walked over to him, and held out his hand to help him up.

Natsu grunted happily, kneeling up as he grabbed Ben's hand. "Yea, I'll be good… Though I'll be winning next time!"

"Yeah… Only if you want your butt to be kicked again." Ben grinned, which made Natsu's eyes flicker in rage.

"WHAT'D YA SAY?! Come on, round two!" Natsu growled, only to be sucker punched by Erza and her gauntlet.

"That's enough for one day." Erza scolded him. "Sorry about that."

Ben merely shrugged, smiling all the while. "Well, it was fun while it lasted. So, no harm done.

As the crowd continued to cheer, Ben looked up into the sky. It was nearing evening, with the moon starting to show up in the night sky. He smirked a little, grasping it in his hand as some constellations started to show up.

 _'Looks like I found an interesting place, Gwen, Grandpa.'_

* * *

And so, this chapter is complete!

The original chapter to many people looked quite familiar to another story that I read before, and I apologize if it seemed like I was copying someone else's work, but I whole heartedly admit that I am not!

Regarding this chapter, the later portion is mostly part of chapter four, the next one after this, so I combined the two of them into one bigger one to fit the criteria of at least ten thousand words. I'll be changing up some stuff in the next chapter to avoid confusion, so look forward to that.

So, with that all said and done, let me know what you thought of this chapter! I'll see you in the next remake!


	4. Welcome to Fairy Tail!

**This Chapter has been re-edited as of January, 2019!**

Welcome to chapter four's remake. As I said in the previous chapter, the original versions of chapter three and four had been combined to become a single, longer variation. So, as thus, this one will be entirely different from its original version, so please look forward to reading this!

And with that said, let's get to the chapter! I think I'll also be switching the titles of these chapters around as well.

As usual, I do not own anything related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading to you all!

* * *

 **Chapter 4:** _Welcome to Fairy Tail!_

 **…**

Things had finally begun to settle down from Natsu and Ben's outrageous battle. As the members of Fairy Tail began to relocate back to their guild hall at Makarov's order, many of the wizards in the old man's guild approached and congratulated him on his victory against their pink haired guildmate. Ben was flattered, but nonetheless wondered why many were so intrigued in the fact that their comrade got squatted by a kid of all people.

Ben was currently sitting with Natsu's group, simply leaning his chin against his arm as the wizards of Fairy Tail resumed whatever it was they were doing before he arrived. He didn't know exactly what to do as of now. Part of him was extremely grateful to them for allowing him to stay, but he was still conscious of his circumstances. Here he was a person in the midst of an entire guild full of nothing but wizards.

A person who relied on the wonders of Science, being alongside those who relied on the forces of nature and the power of Magic. It was truly a wonder to behold.

While Natsu and Gray were bickering with one another in a typical fashion with Happy joining in, Erza and Lucy sat on the same side as him. From the bar, which was located quite close to their group, Mira seemed to notice Ben's blank look on his face.

"Is everything alright for you, Ben?" Mira asked, concerned. "You seem to be spacing out a bit."

Ben turned his face to glance at Mira, a slightly awkward smile on his face as he responded. "Oh, I'm fine. I… Guess I just feel a little out of place, that's all really."

Lucy hummed. "Why would make you feel like that?"

"As you all know, I don't use Magic. My powers come from the Omnitrix. And though it may look like Take-Over magic to you all, I know that it's not really an actual thing to substitute for it." He answered, poking the Omnitrix a few times.

Makarov simply smiled as he sat from where he was, sipping from his beer mug. "I can see why you think so. However, tell me… What do you think of the Magic you've seen so far?"

The girls and Ben glanced over towards the old man, with Ben blinking a few times as he thought of an answer to his question.

"Well… Regarding the Magic that I've seen so far in Earth Land, I'd have to say that they're unique in their own way. The flexibility of their uses is undeniable." He admitted.

"True. But you also have learned the reasons that they use them, yes?" Makarov then asked.

Ben nodded. It was true. He learned the rough explanations of how a Guild functioned in the Kingdom of Fiore. The members of this guild were basically mercenaries, people who used their abilities to perform jobs of all sorts. While of course they generally stayed on the path of good and never sorted to stray off and do evil tasks, Ben couldn't help but notice how some of these people acted towards one another.

From the looks of various members, they all used their abilities for some kind of purpose; and it was pretty much a part in their everyday life. Natsu and Gray used their powers in all of their actions, comical or not, and from observing other members, their Magic often related to their own lifestyle as well.

"Solid Script, Smoke, High Speed, Dragon Slayer Magic… They all are special, I can tell that at least." Ben listed off finally. "In regards to all of the Mages here, I can tell they use their abilities for pretty much any occasion."

"Indeed." Makarov nodded. "But… I must ask this then. How are these abilities to that of things in your own world, Benjamin?"

"I'm a bit curious about that as well." Mira admitted. "I wonder how it's like in your world."

"I as well." Erza nodded. "Care to explain a little?"

"Well… Magic _does_ exist in my world, as I've come to personally meet users of the art. And although their abilities weren't as direct as the Magic used here in Earth Land, there are some similar things." Ben answered, before taking a look at the Omnitrix.

"Regarding things other than Magic though? I have to admit, chances are that there's probably a type of creature in my world that can replicate the same effect of the Magic here." He went further on.

Makarov, who had his eyes closed, nodded a couple times in understanding as he took all of this information into account. "I see..."

The Guild Master then opened his eyes, and turned to Ben. "Then why do you claim that you are not a Magic wielder?"

Ben knew Makarov would ask this question. No doubt that the people here saw his abilities as that of a Take-Over Mage, a person who could transform into various forms much like himself.

"Well, like I said before. The Omnitrix isn't magic; it's technology." Ben explained.

Makarov sighed a little, gesturing Erza to take the reins of this conversation for a little bit. The redhead smiled, glancing to Ben as she folded her hands together on the table they sat on.

"There is much more to being a Wizard than simply wielding magic. Power can come from all kinds of sources, and science is just one of those paths. It is what we choose to do with the powers we possess that defines a person." She said in a sagely manner.

Mira nodded, and began to add onto this. "The members of Fairy Tail make the most of what we have. We cherish the time we share together as a family, and live every day to the fullest. For us, that is our definition of a Wizard."

"Precisely…" Makarov smiled.

"And…" Ben blinked. Though it was a bit vague, he was starting to understand what they were getting to. Lucy listened as well with deep interest.

"Living life to its fullest. Staying on a wholehearted and pure path, doing what one wants to, while spreading good and helping those in need all the while." Makarov quoted. "And from what I've seen… You have _all_ of those defining qualities, young man."

Ben simply stared at Makarov's grinning face. He didn't know what to say to that, or how to react. By Makarov's logic, any kind-hearted person would qualify as a Wizard in his eyes.

From what he said, Fairy Tail was pretty much a big family trying to live life as normally as they could. He was no longer feeling sorry for being stranded, but did it really look like he was making the most of this life-changing event?

"…What are you trying to say?" Ben asked. He was pretty much knowing where this was going to go, but asked regardless.

Makarov placed his beer mug down, facing him fully as he smiled.

"I am simply offering you a chance. I'd like to ask someone to see if they can find a way to arrange a way home for you. If, however, there isn't any, I want to offer you a chance to live life as a normal person, here in Earth Land. As a member of Fairy Tail." He explained.

Ben's eyes widened. It went without saying that he was absolutely baffled at this sudden situation; however, he was touched by the old man's resolve for his and his guild's way of life. Makarov described this guild as his "family," and he was already willing trust Ben enough to offer him a place in it. He wanted to grant someone a chance to do good, and live a blissful life.

He thought hard about this. He… He had family back in his own world… But as of yet, there was probably no way to return there. It didn't look like this world had the technology to fabricate another Portal Generator, despite the era these people lived in.

However… As hard as he thought about it, it was then that some words from Max came from the back of his mind. Words that he once said to Ben when he first got the Omnitrix, and the responsibilities that came with using the powers of it.

 _'_ _Being a hero isn't about letting others know you did the right thing; it's about you knowing you did the right thing…'_ He recalled his words.

Smiling at his grandfather's mental image, it was then that the three girls looked at him as he turned to Makarov.

"You know… That might not be so bad." He admitted with a smile. "I think I'll take that offer."

Makarov's eyes widened, before calming down with a gentle smile growing instead. "…And I will accept that decision with all of my heart."

It was then that Natsu and Gray stopped their bickering, hearing Ben's words. The onyx-haired youth blinked several times before opening his mouth.

"Are you serious?" Gray asked, a bit surprised at his decision.

"Hey! Ain't that swell?!" Natsu grinned, lunging over the table and hanging a shoulder over Ben's neck.

"N-Natsu!" Lucy barked, though she and the rest of the nearby wizards smiled at Ben's decision to join their ranks.

"Alright everyone!" The old man said as he stood up with his beer mug. "Despite _literally_ coming in like a storm, we now have gained another addition to our family. Everyone, welcome our newest member: Ben Tennyson!"

The crowd roared and cheered with a thunderous applause. Natsu's team went up and congratulated Ben as the rest of the guild proceeded to celebrate with a feast.

As Ben was released from the commotion, Mira approached him with a stamper.

"Ben, can I have a moment of your time?" Mira requested politely.

Ben gave her a nod, prompting her to wring it out. The stamper had a simple square in design, but Ben could tell it had Magic embedded into it.

"So, now that you're an official member of Fairy Tail, where would you like your mark?" She asked.

Ben looked at the stamper for a bit, and then thought for a moment for where he'd think would be the best spot. After deciding, he lifted up his left sleeve.

"I'd like to have my mark here." Ben said, pointing to his left shoulder.

Mira giggled a bit, gladly accepting Ben's decision. Stamping right onto his left shoulder, the rectangular mark flashed brightly, before morphing into the trademark Fairy Tail emblem. The flash dissipated to show a brilliant dark green coloration in its place.

Mira then gave Ben a warm smile. "Welcome to Fairy Tail, Ben!"

"Aye!" Happy agreed, hovering over him before landing on his head with a plop.

Ben smirked, giving his new emblem a look. _'Well, this is probably going to be an interesting time.'_

* * *

 **…**

The next day, things had started to return to a relatively normal state. In the guild hall, the newest member of Fairy Tail, Ben Tennyson, was sitting at the bar. He seemed to be quite…awkward however.

Yesterday right after his fight with Natsu, Ben had become an official member of Fairy Tail. He noticed that many of their members had placed their emblems in easily visible locations, but Ben figured that there were probably going to be many opportunities for showing it off. Makarov provided the young Omnitrix wielder with some temporary housing to start off, as Ben had none of this world's currency to go off on.

Sitting with some members that started to get acquainted with him, some of the more curious members, such as Mira, Cana, and even Wakaba were with him as they listened to his stories from places he went during his summer vacation two years ago.

"There was this one time when we visited this place called Sparksville." He started to recall. "It was…electrifying."

"Electrifying…? That's a bit vague." Cana tilted her head as she jugged down a mug of alcohol in an instant.

"Never mind that!" Mira brushed her off. "Tell us more!"

"Heh… Well, Sparksville itself was basically a huge tourist attraction. Me and my family visited nearly every attraction…until we encountered a _gigantic_ rubber ball." He explained, expanding his arms out emphasized. "And let me tell you, there were things that we shouldn't have let out from it..."

"Things? You mean aliens?" Wakaba guessed.

Ben nodded. "You know how rubber is an insulator for electricity? Well… It turns out that I might've _accidentally_ set some electric aliens free…"

"And then what, they caused a bunch of bedlam?" Cana joked, but snickered upon seeing Ben making an awkward smile. "Pfffft… Are you serious?"

"Well… If I had a few words to describe them… I'd quote some words from Sparksville's mayor." Ben then said.

"What were they?" Mira asked, more curious then ever. Ben smiled a little as he activated the Omnitrix, slapping the core down a few seconds later.

Everyone shut their eyes, and as they opened them. Resembling Ben was a small creature that took on the form of an anthropomorphic battery. He was primarily black in color with green almond like eyes. He had a large white and gray lightning like line from where his neck starts, to where his legs start on his front and back. On the top of his head was a hole, in which a mass of electricity surged off from. On his back were a plus and minus symbol. The Omnitrix dial was displayed on his chest, with the Fairy Tail emblem on his left shoulder.

Wakaba nearly fell over as Ben zipped in front of him, zapping his sides in a cynical show of humor.

"AH!" He whelped. "What?!"

 _"…Megawhatts have a dangerous sense of humor."_ He quoted. "That's what those Nosedeenians, like **Buzzshock** , were known for!"

While Cana and Mira were giggling at the middle-aged man's falling, suddenly, the front doors to the Guild opened. Stepping inside was Erza with Gray, Natsu, Lucy, and Happy behind her. The ice mage and Dragon Slayer were wearing their usual attire whilst Lucy had changed into a blue shirt with brown shorts.

"Excuse me, but is the Master here by any chance, Mira?" She first asked the white-haired teen next to Cana. "I still have to punish these clowns for their foolish actions on their previous endeavor."

Buzzshock blinked a few times as Wakaba got up. "What do they mean by that?"

"Agh… Well, before you showed up, let's just say those four took on a job that they weren't supposed to, even though it was a success." He summarized.

"Well, the old man left a while ago." Cana answered. "Probably to go do some business with the Council as usual."

"I'd say that's about right, Erza." Mira shrugged.

Upon hearing their words, Natsu, Gray, and Happy all sighed heavily in relief. Lucy frowned as she looked upon their relaxed figures, wondering if this punishment they were supposed to receive really that gruesome of a thing.

"Well, at least _that's_ not happening!" Natsu gleamed in a joyful matter.

"Yep. At least we'll be safe from _that_ until the Master gets back." Gray let off a small smile.

Lucy shrieked, grasping her head in confusion. "You guys are really freaking me out! How is he going to punish us?! What's _that_?!"

Hearing their loud whimpers and cheers began to annoy Erza, who clanged all of them on the head with her armored fist. They all cried out in pain as lumps grew on top of their heads.

"SILENCE, ALL OF YOU!" She barked. The group instantly ceased their talking and shivered in fear. Natsu and Gray even held onto each other, both afraid of further punishment.

Sighing, Erza then turned to Mira once more. "Do you know when he's planning to return then?"

"Hmm… I'm not sure exactly, but I'd imagine it'd be soon. Their meeting place wasn't too far from here." She answered.

Erza nodded, placed her hands on her hips in an authoritative matter, and turned to face the four behind her. "The Master may not be here at the moment, but you four are not getting off the hook! You broke the rules of the guild by taking on that S-Class quest, so prepare for your punishment."

Natsu, Gray, and Happy immediately hugged each other in support, whimpering in fear. Buzzshock even winced a little as he reverted back to human.

"Erza's the authoritative type, I guess." He chuckled sympathetically.

"Well, it was nice knowing you all." Wakaba joked. Ben turned to the Smoke Magic user in question.

His smile then turned into a frown as he looked away. _"It's a shame. Those two boys are one thing, but I can't believe Lucy-chan's getting punished too… Oof, that's harsh…"_

"…Dare I ask what this punishment is?" Ben murmured to himself.

"Wakaba?! Hey!" Natsu demanded furiously. "How come you don't feel sorry for what's about to happen to us?!"

"And why are you involving me with this flame brain of a guy, you old fart?!" Gray added in turn.

Before anyone could intervene, a fight broke out between the three. The former two traded insults back to one another as they fought Wakaba and each other. Ben watched this superb moment of idiocy as a sweat drop rolled down his face. He managed to sneak away before he could get hurt.

"Fighting sure seems to be a popular thing to pass time." He guessed.

"Being a man means that you take responsibility for your actions." Elfman stated as he came near. "You two are men, right?! It's high time for you to get up and face it like men!"

"It's not fair!" Happy cried as he flew around. "Why doesn't anyone include me in the list of those to be sorry for?"

"Will someone please tell me what _that_ is?!" Lucy barked while still panicking. Ben and Mira glanced at each other, shrugging while Natsu and Gray began to throw fire and ice at one another.

* * *

 **…**

After all of that was taken cared off, Ben followed Natsu and Gray as they were standing in front of the Request Board. It was a board on the wall with various jobs posted all over it. However, the duo was mainly focused on a particular job request in the center. The request was printed on black paper with white ink, had two eyeballs at the top, and a bunch of indecipherable scribbles all over it.

The only thing readable was the big "Read This" at the top and a "500,000 Jewels" reward marking at the bottom.

"What's this?" Ben asked. "Some sort of request?"

"That's what I was gonna say." Natsu placed his hands on his hips. "I've never seen a request sheet like this before."

"Yeah, me neither." Gray agreed. "What's it say?"

 _"Oh, hey there, guys! Welcome back."_ A voice then called out behind the three.

Turning around, Natsu and Gray recognized the person who called them out. He had orange hair, glasses, and wore a dark green jacket with white fur trim around the hood.

"Oh, hey, **Loki**." Natsu greeted, before turning back to the request on the board. "Uh… Let's see what these characters say…"

"What's up?" Lucy asked, stepping to see why they were gathered around the Request Board. "A job?"

All of a sudden, Loke flinched away. His eyes were wide open, and it looked like he was ready to just dart away at a moment's notice. "L-Lucy? Y-You're back too, I see!"

"Isn't that obvious? I was with Natsu too, you know?" Lucy pouted in a condescending matter. "Geez. Why are you always jittery around me?"

Loki began to sweat a little, before suddenly breaking off the topic. Er… Nothing!"

Loki quickly turned and made a break for it; however, he smacked straight into Erza and fell on his back unconscious. Ben merely blinked a few times in confusion as the redhead came near.

"Oi! You two won't be taking any requests while I'm around!" Erza scolded the two as she walked pass Ben. She placed her hands on her hips as Natsu detached the strange form from the Board.

"Hmm… It says here… " _Please decipher the true meaning of this text and behind these characters. If you manage to do it, a reward of 500,000 Jewels will be rewarded to you"._ Woah, 500,000? That's wicked!" Natsu grinned.

"Aye, sir!" Happy nodded.

"Deciphering some text?" Gray rose an eyebrow. "Now that's an odd request."

Taking a closer look, he then frowned however. "Hey, that's some ancient text that's on that though. No one's gonna be able to read it."

"Hold on, it's written in modern letters too." Happy noted as all of them started to look upon the request. "Take a look."

"…Didn't I just say that this was a bad idea?" Erza reminded them.

"Wait… Oh, I can read that part then!" Natsu blinked as he looked down on the text. "Let's see here…"

"Uh… Is that safe to read off? I'm getting a bad feeling from my left arm…" Ben muttered.

 _"Ugo deru rasuchi boro kania…"_ Natsu started to read off, only to rub his head in frustration. "Ugh…! WHAT THE HECK! I don't get this!"

However, though it didn't seem to have an effect initially, suddenly, the request paper began to brighten up, casting different colors of the rainbow on the group who were transfixed on the glowing paper. The waves of light caught Wakaba and another man's attention as they sauntered closer to it.

He was a slim, mildly muscular man of average height with short, straight, slicked back dark blue hair. He wore a knee-length white jacket, with a wide, dark purple collar and matching edges, with the sleeves kept rolled up. He was Macao Conbolt.

"What's going on?" Macao asked. "Is something happening?"

"Heh." Wakaba snickered. "The kids are so scared of the Makarov's punishment that they're sweating rainbows."

"Err… I don't think that's the case." Macao sweat dropped.

The two continued to watch the group while they were still entranced by the glow of the text that Natsu read off. A few seconds later, the light faded away. The group stood there motionlessly, until…

"…Why do I feel so tall all of a sudden?" Erza suddenly asked as she looked at herself. "Also, why does my torso feel so heavy?"

"Why am I so _cold_ for…?!" Gray suddenly shivered, which made Macao and Wakaba dart their eyes over.

"Huh? Since when can Ice Make users get cold?" Elfman asked in confusion. His confusion went further on as he and Mira started to see his entire body starting to secrete cold layers of frost.

"W-What the heck? I feel like I'm gonna freeze over!" He squeaked, chattering his teeth as he folded his arms around his body.

That statement dragged attention from the other mages as their eyes opened slightly. Since when did Gray, someone who was infamous for stripping and not being cold in any situation, feel cold all of a sudden? Things were beginning to look funky…

"…I feel shorter." Ben then said, before frowning. "And… What is with my voice? It sounds like a child's."

"Well… Aren't you a kid, Ben?" Wakaba asked while sweat dropping.

"…Ben? But I'm… Erza." He blinked, before widening his eyes. "Wait, what?! What is this?!"

Natsu also snapped out of his phase, but his face sweating a bit. "What's going on? I feel…very hot all of a sudden? Ugh, damn it! I'm gonna strip!"

"Huh? Natsu, are you alright?" Macao asked, stupefied as well. "You've never complained about the heat before."

"Oh, lookie here!" Lucy yelped happily; however, her cheeks seemed to a rosy red, and her attitude was that of someone else. "Check out this hot body!"

"Huh? Why's everyone so tall all of a sudden?" Happy, who was standing on the wooden table, spoke out next. Suddenly, he brought up his paws to his face. "…WHAT THE?! I'm in the stupid cat's body?!"

"Isn't that obvious?" Elfman asked. "You're the only talking cat we know."

"I'm not Happy though! I'm Lucy!" He retorted, which made the Strauss flinch in response.

The groups then turned to Lucy and were met with a shocking sight. The blonde mage made a mischievous expression, fondling her large breasts. "I don't think I've always had these things, but they're fun to play with!"

Wakaba, Elfman, and Macao were left dumbstruck and blushed in excitement. Happy, meanwhile, was absolutely appalled as his eyes bulged out. Immediately, he glared at the blonde angrily. Happy quickly leaped off the table, flying straight toward the Lucy.

"Leave my body alone, pervert!" Happy yelled furiously. **_"LUCY KICK!"_**

The blue cat landed a direct hit in the blonde's gut; though it only served to be a slight source of pain for her, and more for the attacker. Happy collapsed to the floor, his right leg throbbing in pain. Lucy and the others stood above him.

"W-What's going on here…?! Why am I Happy's body for…?" She whimpered as she tended to her aching leg.

Loki finally came to as he steadily got up from the floor. "Ugh… My head. Erza's armor is seriously hard as—"

As the orange haired teen's vision focused back to normal however, the first thing he saw was a certain blonde mage in front of him. He immediately resumed his previous behavior that he only showed in front of Lucy, flinching before dashing in the other direction.

"Uh… What?" Happy/Lucy tilted his head. "That was rude."

Elfman, Wakaba, Macao, and Mirajane were left dumbfounded and speechless over everything they were seeing. Pretty much all the mages nearby were in complete questioning of what happened to these six people. Lucy/Happy in particular cried out as she got up.

"First, I'm a cat, and all of a sudden there's this creepy lookalike of me!" She accused as she pointed at Happy/Lucy. "I need answers!"

"What are you going on about, Happy?" Natsu asked, cocking a brow in confusion. "What do you mean?"

Ben sighed heavily, his face making an expression that was an eerily reminiscence of Erza's when she had to keep Natsu and Gray under control. "You are all acting as fools!"

"…Woah. Never thought I'd see that kind of expression on my face. At least, not in a while." Erza admitted. "But I think you've got the picture, right, **Erza**?"

"E-Erza?!" Natsu and Gray suddenly huddled together again, though they were quite confused that it was Ben that was making them act this way.

"Yes! Is it not obvious? The six of us have switched bodies and minds alike!" Erza/Ben announced, firmly standing with his arms folded together. "Take a moment to notice, Natsu, Gray, you foolish boys!"

"S-So wait, who's who then?!" Gray looked around frantically.

"It should be like this…" Mira giggled. "Natsu and Gray, Lucy and Happy, and Ben and Erza!"

…

…

 _"EEEEEEEH?!"_ Everyone in the Guild, besides Ben and Erza themselves, yelled in astonishment.

 **"The ancient spell, Changeling, has been cast, I see..."**

Everyone turned to see Master Makarov standing at the front doorway, his head down and his hands grasping his cane behind him. He snickered a little as he walked inside, noting the interesting faces on everyone.

"Seems like we're in a _mind-boggling_ situation, I see!" He punned. "You all have activated the Changeling!"

"Master, welcome back." Ben, or rather, Erza in his body, came up to him, with all of the other affected members following suit. "What in the world is that spell?"

"It came from that sheet, which is basically a tablet of a spell placed in a readable and interactable form." Makarov answered. "Quite a doozy, if I say so myself."

"Well, what does it do?" Ben, in Erza's body, then asked.

"When one recites the wording written on that sheet, the minds of those nearby will be switched between one another, with at least one going to a different body." He chuckled.

"T-That sounds horrible!" Happy gasped.

"Hey… You're Natsu, ain't ya?!" Gray, in Natsu body growled as he grabbed his own body's shoulder.

"Yeah? What about it?" Natsu/Gray glanced back, before getting the collar grasped by his own body.

"This is your fault then! Because of you now I'm stuck in your body!" Gray/Natsu explained in a harsh tone. "What the hell have you done?!"

"Hey, how did I know?! All I did was read the stupid thing!" Natsu/Gray argued back.

"Alright, that's enough, Natsu… Or it is Gray? Honestly, the two of you act so similarly to one another." Makarov corrected himself. "However, this spell does more than switch bodies, it switches the magic that the people use altogether as well."

"Wait, what?!" The group of switcheroos then turned to him, though Ben was reacting a different matter other than shock.

"Don't tell me there's something else as well, Master!" Erza/Ben grabbed Makarov's shoulders.

"Er… Unfortunately, yes. The rumors say that if the spell isn't reversed in half an hour, then the effect is permanent. You'll no longer be able to switch back." He chuckled sheepishly in response.

...

...

 _"WHAAAAAAAAAAAAAAT?!"_ Everyone else then yelled, not including the six.

W-What?! How long has it been?!" Natsu/Gray ran around frantically for an answer.

Mira took out a small pocket watch, eyeing it. "It's been around sixteen minutes since it's been activated."

"Wait, what?" Ben/Erza turned to her, frowning. "We've been frantically wandering for more than fifteen minutes? When, I mean, how?"

The other reacted similarly, shocked by how much little time remained despite not even doing anything in the meantime. They immediately turned to their Master again for answers.

"Gramps, isn't there anything you can do?!" Gray/Natsu cried out. "Anything to change us back?"

"Hmm… Well." Makarov looked away, itching his own nose while thinking. "Since this is pretty much Lost Magic… I don't have a clue!"

Suddenly, the group's eyes widened to become bigger than clocks while their jaws fell to the floor, expressions of horror being written off on their faces. Erza/Ben especially was bothered by the Master's answer as Makarov folded his arms while huffing a bit.

The old mage sighed. "I was looking so forward to punishing you… Though looks like you've got your hands full right now! Compared to this, my punishment would be miniscule!"

"Even me?" Ben/Erza pointed to himself.

"Er… I'm sorry for your involvement in this as well. You're… Ben, yes?" Makarov guessed. "Oh good, I got one person right at least."

The short old man then began to walk off, whistling away like nothing happened. "Well, best of luck to you all!"

The team was left dumbfounded. Natsu/Gray and Lucy/Happy were both heartbroken, their bodies scaling down to a pile of cartoonish mush. Gray/Natsu was on his knees; he too was too horrified to stand as his spirit comically started to come out from his throat.

Erza/Ben and Ben/Erza looked at each other awkwardly. Ben watched as his body was standing firm and calm; although he could then see that his left eye was twitching, as well as his whole body soon after.

"This is quite the predicament…" Erza/Ben muttered.

"AGH! This is stupid!" Gray/Natsu yelled. "I can't take it anymore! I'm gonna strip!"

He swiftly pulled off his black vest and Natsu's wrist band within moments and threw it aside, leaving his upper body exposed. He was just getting ready to take off his pants too until the flame mage tackled him in his own body, twitching veins forming on his head all the while as well.

"Oh, hell _no_! No pervert's gonna strip me down in public on my watch!" Natsu/Gray promised.

"Even in Natsu's body, Gray wants to strip down? Seems like its more of a psychological thing going on for him instead." Ben/Erza folded his, or her… They folded their arms.

"It seems so, Ben." She responded, sighing a little regardless. "That idiot…"

Lucy/Happy sprouted wings from their back, though it didn't seem to be intentional.

"The ability to fly with angelic wings is something cool… Though I don't wanna be a stupid cat forever!" She barked. "Can't someone do something?!"

"Eh? But what's so bad about being stuck as me?" Happy/Lucy asked innocently.

"You don't even have a thumb to grab stuff, for starters!" Lucy/Happy retorted, which made him gawk in response.

"Hey, stop stripping my— _UuuuuwaaagH…_ " Natsu/Gray continued to prevent Gray from stripping his body, only to start drooling some small bits of ice. "Ugh! What the hell?! Why's there ice comin' out from my mouth?"

Everyone looked to see Gray/Natsu with fire drooling out from his mouth and onto the floor as well. "Fire?! Why am I drooling magma or some crap?"

"Hey man, stop it!" Elfman ordered.

"We can't!" Both of them retorted as they tried to cover their mouths. Unfortunately, they couldn't hold it any longer, and large amounts of fire and ice started to vomit out from their mouths.

"…I've heard the phrase of people vomiting rainbows before, but this something else entirely." Ben/Erza sweat dropped, before turning to his body. "Umm… Erza."

"Hm?" Erza/Ben glanced over.

"Mind if you do something with the Omnitrix?" He asked. Erza's eyes widened, as she realized what he was trying to do.

"O-Oh… Sure. Go for it." She answered as she extended her left arm out. She looked down on the Omnitrix, observing its futuristic appearance.

She remembered how he activated it. Pressing the two dial switches, she flinched as the core popped out of the device. "It… Doesn't hurt when it comes out?"

"Why would it hurt?" Ben/Erza asked. "Go for Heatblast!"

"N-Never mind…" Erza/Ben muttered as she took hold of the core.

As soon as she turned it, the holographic image of an alien she never seen before appeared. She frowned upon looking at it. By now, the flames were starting to spread, which made a few of the mages nearby stagger away.

"Uhm… Which one is Heatblast again?" She asked.

"He's pretty hard to not remember. Flaming head and all." Ben/Erza rose an eyebrow.

She sweat dropped. After taking a few seconds upon to view countless amounts of unfamiliar forms, the hologram of Heatblast finally appeared seconds later. Flaming head, just like he said. Gulping a little, she pushed down the core, though the Omnitrix seemed to spark a little before she was enveloped and blinded the guild hall with a green light.

Everyone turned to see her now transformed, though she wasn't Heatblast. Instead, she had transformed into Upchuck, though it appeared to be a different version.

This one had swampy-green skin, tanned stomach and muzzles, black digits and black-green spots on his tail, limbs, hips on his back. His eyes were now sharper and green. He also had whisker like lines. His teeth are were more aligned with visibly sharp canine teeth. His tail was short and straightened, as opposed to the other Upchuck's curled tail. He wore the Omnitrix/Ultimatrix symbol on his left forearm, and the same uniform as well.

"Upchuck? And the Merk form?" Ben/Erza frowned.

"W-Why didn't I turn into Heatblast?" Erza/Upchuck gasped, looking at herself. "And… T-This form seems…objectively disgusting. I do not know why."

"Uh… F-Forget it! Erza, eat the area where the fire is spreading out towards!" He ordered.

Erza/Upchuck blinked, before glaring at him question. _"…What?"_

"That's how Upchuck works! Trust me." He flinched. He never knew Upchuck could have such an imposing look.

Erza continued to glare at him for a second, before sighing. "…Fine."

Before actually doing that, she took a moment to instead glance at something else. She hesitated for a moment, before opening her large mouth. A large and long green tongue emerged from it and took hold of a chair. Many of the nearby members backed away as Upchuck then proceeded to gulp it down whole, swallowing it in its entirely while her stomach began to glow a little.

"…This is probably the most disgusting form of a superpower." She looked down on her stomach. "Now what?"

"Well, usually…" Ben/Erza was about to answer, but it was then that Upchuck's stomach started to twitch.

"I'm… Not feeling so well all of sudden…" She uttered as she started to cover her mouth.

Everyone watched with slight horror as Erza/Upchuck's stomach started to expand out to a monstrous size. "Ben?!"

"Now _Upchuck_ it!" Ben/Erza pointed at the fire. "Hurl it out!"

"Are you serious?!" Erza/Upchuck barked, though her stomach was about to burst by the looks of it. "Ugh… Fine!"

With a glare now on Upchuck's face, everyone's eyes widened as they started to leap out of the way. With a wave of disgust in her mind, Erza/Upchuck opened her mouth and hurled a giant green energy projectile. It flew right into the pile of flames, causing that part of the guild hall to blow up.

Luckily, even with the minor amount of destruction, the flames ceased as Gray/Natsu stopped drooling. As the smokescreen cleared out, Makarov's jaw dropped upon seeing a huge whole in the middle of the floor.

"MY GUILD HALL!" He cried out.

Erza/Upchuck sighed. She then looked at the Omnitrix dial on her forearm and pressed it like Ben did, reverting back to human form. She groaned as she placed a hand on her lips.

"That was…unpleasant." She admitted.

"So, even though we have each other's Magic, we don't know how to use it properly." Gray/Natsu sighed. "How troublesome…"

"Waaah…! Why is this happening to me…" Happy cried, accidentally bumping into Erza/Ben. "Ow!"

Everything seemed to be hopeless, but it was then that a trio of wizards appeared at the front entrance.

 **"No need to worry! Leave it to me, Lu-chan!"** a feminine voice called out.

Everyone then turned to see Levy with Droy and Jet. Happy cried out with joy as she flew into her arms. "Levy-chan!"

"Levy!" Natsu/Gray said. "Can you get us out of this?"

"You guys have nothing to worry about!" Droy grinned. "Since Team Shadow Gear is here, we'll revert you lot back to normal!"

"Rest assured! And now…" Jet started.

 _"Do your thing, Levy-chan!"_ They then said together, posing around Levy with goofy smiles.

Mira chuckled, which made Jet and Droy sweat drop. "So, in short, that means that Levy will have to figure something out on her own."

"Ooooh! Thank you so much! You're so kind, Levy-chan!" Lucy/Happy said, squirming around in the petite girl's arms.

"If it's for you, Lu-chan, I'll do it! I'll do my best." She smiled, before whispering into her ear. _"And it's because I'm gonna be the number one fan of your works!"_

"So, what are you gonna do?" Natsu/Gray interjected. "Something smart?"

"Good question! Jet, Droy!" She snapped her fingers.

The two grinned as Jet sped off to gather a bunch of books, with Droy using his Magic to do the same. Levy then sat on a bench holding the request paper in her hands. A few books were stacked around her, with the others gather behind the blue haired mage.

She then took out a pair of red glasses from her pocket. The glasses were given a slightly more distinctive appearance, with no inscriptions on the lenses, and a wing being present as an ornament jutting out from each of the lenses.

"Glasses?" Ben/Erza noted as she stood to her side.

"Yep! These are Gale-Force Reading Glasses. They allow the user to read books at an extremely fast pace. Mine are designed to allow me to read eighteen times faster!" Levy winked, which made Ben blink in surprise.

 _'That's really useful…! Maybe I can get myself a pair…'_ He thought.

"Anyways. I know a little about ancient texts." Levy explained. "Let's start with that was written on the sheet itself, alright?"

"Will we make it though? There isn't much time left." Gray/Natsu asked as Levy began to read off the flier.

"Give it a rest." Erza/Ben quickly said. "Let's let Levy do her job without disturbing her."

"Working with concentration is the best condition!" Lucy/Happy added as she flew onto the table, although her voice was muffled. Everyone then realized that she had a fish in her mouth, with Lucy gasped in shock. "And why do I have a fish in my mouth?!"

"Alright, let's see what the modern version's characters translate to…" Levy began reading a book, and as she did so, her Gale-Force Glasses activated, a streaming wave of rainbow light covering the text she was reading as hundreds of letters and numbers started to go in between her and the text.

"Okay… _Ugo deru_ …" She mumbled. She was beginning to skim pass the pages as her progress started.

"Please hurry though, Levy." Gray/Natsu said calmly, though he was worrying on the inside. "We only have ten minutes left."

"You sure it's okay to recite the words of the Changeling yourself?" Ben/Erza asked, curious about her own condition. "Won't it affect you?"

"Nah, it's alright." Levy smiled, switching between her books and the request sheet. "As long as you don't read the entire text out, the spell won't activate again. Trust me."

"There's not much time!" Natsu/Gray shouted. "AH! This is killing me!"

...

...

After going through the remainder of the books present with her, Levy held a stern expression as she closed the last one. Natsu and Gray zipped in front of her, hoping for good news.

"Well, Levy?" Natsu/Gray asked first.

"Did you find out anything?" Gray/Natsu then asked afterwards.

"…No." The blue haired girl sighed. "I'm not getting _anything_ out of this…"

Natsu/Gray and Gray/Natsu both let out frustrated yells. Lucy/Happy nearly passed out. Ben and Erza both flinched as they looked at each other.

"That ain't good…" Ben/Erza admitted.

"I do not wish to be stuck in a child's body…" Erza/Ben whimpered a little.

Natsu/Gray roared. "I won't let it end like this! I can't remain in this pervert's body for the rest of my life!"

"What'd you say?! I don't wanna stay in a body that has a literal fire down his throat!" Gray/Natsu growled.

"WHAT WAS THAT?! You wanna fight, ya bastard?!" The former then turned to him.

"If I can shut your dumb face up then, yes!" The latter retorted as they bashed heads again.

Erza/Ben groaned frustratingly as she engrossed a lethal scowl upon them, which instantly made them hug one another and shiver in nervousness. Ben himself flinched in response to seeing that harsh looking expression on his own face. She didn't even need to yell at them in his body; they were instinctively afraid of _that_ look.

"Hey, I can still do some work in the meantime." Levy pouted. "Macao, how long do I have?"

"Eight minutes." The middle-aged man responded. "Think y'all should start getting used to the end."

That statement made the whole team flinch. The possibility of actually being trapped in another person's body was stupid enough, but it was even more fearful to one's psyche altogether of course. Ben found himself disturbed by this as well. Being stuck in a girl's body was certainly not how he wanted to spend the rest of his days, especially since he just got out of the Null Void yesterday as well. He had to do something.

While most of the members opted to sit down and groan in frustration, Ben/Erza could only think of ways to make this situation easier to solve. Droy and Jet literally began to cheer on Levy as she began to go through another set of books on ancient text. They remained like this for a few minutes, hoping for something to happen.

"…I wonder what we'll do if we wind up getting stuck like this." Gray/Natsu questioned, his chin resting in his hand as he asked.

"What do you mean by that?" Natsu/Gray turned to him in an annoyed fashion.

"Think about our condition. Do you really think we'll be able to go out on jobs like this? It's not like we can just adjust to this and go about on our daily lives as well." Gray/Natsu explained.

"I'd guess we'd have to… Not like we have a choice." Natsu/Gray flinched, before sighing.

"I think it's fine!" Happy/Lucy smiled, before getting kicked in the face by his own body.

"Stupid cat! No one thinks that! Just take a look at Ben and Erza's situation!" Lucy/Happy growled.

"…A young woman transferred into the body of an adolescent boy." Makarov summarized. "That sounds like something you'd see in a comic strip."

"Well, it's not like we can't wor… Wait a minute." Erza/Ben was about to say something, but stopped. This prompted everyone to look over.

"What're saying, Erza?" Lucy/Happy inquired. Ben/Erza then realized what she was going to say, his own eyes widening as well.

"…None of us know how to use our abilities. If we were to all go and take a job, none of us would be able to complete it." He explained. Erza herself nodded slowly as to agree.

"H-He's right!" Gray/Natsu shouted. "All of our techniques and Magic are basically half-assed right now!"

 _"W-We're basically Fairy Tail's weakest team!"_ All five of the actual mages shouted at once.

It was true, really. If the spell wasn't undone, they would be trapped in another's body, and wouldn't know how to use any one of their powers to their fullest extents. Trapped in another person's body would not only have ramifications on their missions, but their personal lives as well. Especially if people of the opposite genders, or those of a different age set or even a different species were to switch as well.

For Ben, he had spent years in the Null Void, learning to survive as well as unlock new forms to utilize. Being trapped in a female mage's body would be an utter hell for him. Not only have to learn how to utilize Erza's abilities and even Magic in general, but his life would be entirely obstinate too. A boy in a girl's body was universally a no go.

Natsu/Gray roared violently. "I can't burn stuff like this!"

"Haven't you heard the phrase _"ice is basically a cold fire"_ , ya bastard?! Don't diss Ice Magic!" Gray/Natsu retorted.

"I don't wanna be stuck as a blue flying rat!" Lucy/Happy cried out.

"Rat?!" Happy/Lucy's eyes popped out. "How demoralizing!"

"This is deplorable! I'm one of Fairy Tail's S-Class Mages! I can't represent the guild like this!" Erza/Ben shrieked.

"Hey, the Omnitrix is a pretty handy thing if you know about all the transformations… But what about Magic?!" Ben/Erza barked.

However, that proved to just make Levy realize something as she let out a yelp of knowing. Immediately after Ben's yelling, the team crowed around Levy with a mix of excited and curious expressions.

"So, you can lift the spell, Levy-chan?" Lucy/Happy asked as she hovered above her head.

"Please, do so!" Gray/Natsu begged.

"Well… This is what the text says." Levy rose an eyebrow, before smiling. _"In view of this substitution will you all be happy forever!"_

 _"…Huh?"_ Ben/Erza blinked.

 _"…And?"_ Natsu/Gray demanded.

"Everyone who has been affected by this spell will live happily ever after!" Levy replied.

 _"WHAT?!"_ Everyone barked. _"HOW IS THAT A GOOD THING!"_

"We wanted help to get rid of the spell, not for you to decipher and find out what it means!" Gray/Natsu yelled.

"Wait, really? Oh, that's right! I'm so sorry, Natsu!" Levy bowed in apology.

"I'm Gray though!" He barked.

Lucy/Happy flew next to Levy and laid a paw on her shoulder. "I trust you, Levy-chan! Maybe there's a riddle or something to figuring it out?"

"Hmm... I can try interpreting it that way!" Levy shrugged.

As Levy resumed her work, Droy and Jet continued cheering her on, the former banging a drum while the latter waved around a fan. Macao and Wakaba sweat dropped at the loud amount of noise they made right behind her.

"Isn't all that noise just doing the opposite?" Macao asked.

"Such men! I'm joining them as well!" Elfman declared, which made the two of them sweat drop as they watched the Strauss place on a headband like Jet and Droy's. _"MAAAAAAAAAAAAAN!"_

Levy ruffled her hair in annoyance however. "It doesn't make any sense though… What's the deal with this spell? It's not giving any obvious hints. These aren't even words anymore…"

Macao then held three fingers up. "3 minutes remaining. I'd say to get ready like I said before, you all."

"…I'm going to spend the rest of my life as a cat." Lucy/Happy fell to her knees. "Such a way…"

"I'm going to live my life as a young boy?" Erza/Ben looked on her hands. "How unfortunate…"

"Hey! I should be reacting the worst out of everyone! I just got out through what was basically Hell, and now I'm in a teenage girl's body in a world where Magic exists?!" Ben/Erza growled, which made Natsu and Gray huddle in fear due to hearing the voice of Erza's voice. "Oh, come on, it's not that bad!"

"Wait… I got it!" He then grinned as he turned to the Omnitrix. "Erza, lemme try something!"

"Huh? What're—"

Before she could answer, Ben/Erza activated the Omnitrix. Erza/Ben frowned as he began to turn the dial a few times until he reached his chosen form. She blinked as she observed the figure of the alien he wanted to choose, but merely closed her eyes as he slapped the core down.

"I'm trusting you on this, Omnitrix!" He yelled as the guild hall was once again blinded.

As the flash dissipated, Erza/Ben was replaced with what seemed to a crustacean. She had pincers for hands and six legs, and seemed to possess skull plates that were able to reveal his brain at will, which was pink in color. Wearing a black and grey neck brace, her entire lower half and center of her head was covered by a grey and black uniform. The Omnitrix revealed itself to be on the neck brace as her green eyes blinked.

"Fish!" Lucy/Happy gleamed.

"No, crab!" Natsu/Gray corrected.

"What does that thing do?" Gray/Natsu asked Ben/Erza.

"You've only got a minute left!" Macao held a finger up. "Better hurry!"

"You're fucking enjoying this, aren't you, Macao?!" Natsu/Gray held a fist up to him.

"E-Er… T-That's not true…" The middle-aged man sweat dropped.

Erza/Ben looked at herself, before humming. "I'm a crustacean? What does this form do— _Oh…_ I suddenly feel like I have a surging increase to my intelligence!"

"Yep! **Brainstorm's** one of my smartest forms!" Ben/Erza smiled. "Go help Levy!"

Erza/Brainstorm nodded as she waddled over to Levy, who looked like she was beginning to find an answer. "Alright… I feel like I'm getting onto something now."

"I shall assist you!" The brain her picked up a book with pincers and began to read off as well.

Master Makarov stood behind Natsu and Gray, smirking at their frantic movement. "Still trying to dispel the Changeling, I see."

"Gramps! Come on, don't you remember anything?" Natsu/Gray asked. "At this rate, we'll all be…"

Makarov's face light up before he could finish, as if an idea had popped up in his brain. Everyone then turned to face the old man, with Brainstorm/Erza running off from her duties to pick him up with her pincers. "…Oh!"

"Have you a solution for our predicament, Master?" She asked.

Everyone waited…but then he just blinked while shrugging. "Eh, I forgot what I was thinking."

Everyone then fell over in response, with Natsu and Gray growling. "Damn it, old man!"

"Think you've got around forty seconds left, everyone." Macao then folded his arms. "This is getting interesting."

"Quit your foolish endeavors in trying to belittle us, you brute of a Mage!" Erza/Brainstorm barked with a glare.

In her rage, Ben/Erza noticed that she unconsciously opened the plates on her head, revealing a giant pink brain. Before anyone could comment on how gross it was, without warning, a large burst of electricity sprang forth from her brain and zapped Macao. Everyone then gasped as Macao felt to the floor, crisp as ashes while Erza/Brainstorm flinched at her handy work.

"E-Electrokinesis?" She stuttered. "Benjamin?"

"Remember? Brainstorm." He pointed to his cranium as Brainstorm's skull plates closed. "Super intelligence and the ability to release electrical energy with your brain."

"…I shall never get used to this." She admitted as she reverted back to human.

Suddenly, Makarov's face brightened once more. "Oh! I think I remembered something!"

"What is it, Master?!" Erza/Ben turned to him.

"While it can be lifted, I'm afraid it has to be two people at one time." He then sheepishly admitted. "Meaning it's impossible to change everyone back all at once…"

"T-Thirty… Seconds…" Macao counted off while still frosty.

"So, who'll go first then?" Gray/Natsu asked crossly. "It's gotta be me and Natsu!"

"Yeah!" Natsu/Gray agreed.

"Wait just a second, you scoundrels!" Erza/Ben shouted, her expression changing into a glare. "We can't have our newest member and one of our S-Class members be fated to such a problem! We should do so first!"

"Uh… I guess?" Ben/Erza blinked. _'I can't rage since she did so for me already.'_

Immediately, five of the six members began to argue, with Ben nervously observing from where Makarov stood. He only stood to the side, scratching the side of his cheek in annoyance.

 _'I can't believe this happens on a daily basis with these guys…'_ He thought. He then turned to Levy, who had the brightest look he ever saw her have so far.

"Wait, I got it!" She announced. "Lemme explain how it works!"

"Fift…teen!" Macao counted off, before getting slugged by both Natsu and Gray.

"Just change us back! Hurry, Levy-chan!" Lucy/Happy pleaded.

"R-Right. Here goes then!" Levy gulped, looking down on the sheet.

Suddenly, the request sheet containing the Changeling spell that had started began to glow brightly as she breathed in to recite a phrase.

 ** _"Aruboroya tesura rugi gou! Aruboroya tesura rugi gou!"_**

...

...

Rainbow colored light and sparkles began to spread out and cover the entirety of the circle of members. As it did so, a giant helix of bright colors and magical ciphers began to spark out from the page, casting light throughout the entire hall. A beam then shot into the sky, from which it then stretched out through the entirety of the town.

Everyone watched with awe as the dazzling effects continued for a little while longer. After a moment, the light died away and everyone let out collective sighs. The six affected members stood still for a few seconds, before blinking a few times. The first to do so was Ben, who looked at himself and grinned.

"Hey, I'm back to normal!" He grinned.

"As am I…" Erza's eyes widened as she clenched her fists, smiling a little. "I'm glad that's over..."

Luckily enough, everyone else was back to their bodies as well.

"We're back in our bodies too!" Natsu and Gray glanced at each, punching each other in the face to make sure. "We're not drooling out stuff too!"

"My wings!" Happy cried out in happiness as he activated his Magic.

"Ah! I'm back!" Lucy cried out in joy as well. "Thank you so much, Levy-chan!"

"I did it, holy cow!" Levy grinned.

"Alright!" Droy smiled.

"Our cheering worked!" Jet added, the two of them exchanging fist bumps.

"How'd you do it? You have to tell me!" Lucy then asked. Ben and Erza nodded as well, walking over to gaze at the Changeling sheet.

"Well, I figured that since ancient spells were probably a bit more simplistic, the creators had to be a little bit more creative with how it worked." Levy explained. "So, I tried reversing the spell by reversing the saying."

"…So, reading it backwards?" Ben guessed.

"Precisely! I noticed that old spells don't have that many characters to begin with, so I went with that motion!" Levy smiled, patting his shoulder. "Good thing, too!"

"That's… Really funny for something so drastic." Lucy remarked. "Isn't that ironic…"

"It's over, at least." Natsu sighed. "Someone give me some fire to eat!"

"Thanks for that, Levy." Gray smiled at the petite girl. "We owe you one."

"Nah, it was nothing! I actually had a lot of fun trying to puzzle this out!" She giggled, not use to the compliments from the Ice Mage.

"That was some fine work, everyone. You kids can adapt, I see." Mira… _Said?_

The group turned and saw something quite strange. Mira was sitting cross-legged on the bar countertop like an old man, and was holding Makarov's cane all the while. They blinked in confusion, as that was the pose Makarov himself took a little while ago.

"H-Huh?" Lucy and Levy frowned. "Mira?"

"…Hm?" Makarov, who was now standing on the floor, uttered in a feminine fashion. "Did I get shorter all of a sudden?"

Ben's eyes narrowed as he started to chuckle sarcastically. "You don't think that…"

"Gramps and Mira switched?" Gray chuckled. "Oh wow…"

"Wowza!" Makarov/Mira stood up, eyeing Mira's body. "Check out this hot body!"

"W-WHAT?!" Mira/Makarov's jaws dropped. "I've switched with the Master?! I can't believe this!"

Erza began to look around. "…Did anyone get affected by this?"

They suddenly then heard someone stomp on the floor…but it was Cana of all people, who had a fierce expression on her face.

"Man up! We can figure this out!" Cana yelled. "…Wait, why do I smell alcohol from my body? And why is my chest so heavy?!"

They then heard the loud sound of liquid slurping from another table. It was Elfman, sitting on a table across from her, chugging down an entire barrel of beer just as Cana would do herself.

Suddenly, Elfman set down the barrel and looked around with big, wide eyes. "Hey, what's all the rack…"

His face then began to puff up, before falling off the table to nearly puke. "Ugh… I feel… Really tipsy all of a sudden.

"Elfman and Cana, uh?" Natsu said. "Who else is changed?"

"Hey, Droy." Droy looked over to Jet, only for his eyes to widen.

"Yeah, Jet?" He looked over and reacted similarly.

"Hey!" They both shouted. "We've also changed!"

"You two act so similarly, so who can tell the difference?" Makarov/Mira rolled his eyes, and then his expression gleamed. "In my case though, I'm rocking this hot body!"

"Levy! Help me, PLEASE!" Mira/Makarov cried out.

Levy and the original six looked around at their fellow, body-swapped friends, who were squabbling between each other like chickens. Most of them were confused on what to do, even Erza. Levy took a look at the sheet again, chucking with a nervous tone.

"Oh no…" Levy gulped. "I may have made a mistake..."

"…It's like looking at the old Mira." Erza cupped her chin.

"…I wonder if I can revert all of this with Clockwork?" Ben wondered as he activated the Omnitrix. "Guess I'll find out."

Even after just a day in Fairy Tail, Ben was already getting mixed up in their messes. It was certainly going to be an interesting time in here, that's for sure…

"…Can I get some help?" Macao heaved.

"…Mages are still cool." A kid said with a smile. He was his son, Romeo. "It's always interesting with Mages here in Fairy Tail!"

* * *

And that's chapter four!

I actually forgot about the Changeling episode, so that was my iteration of it! Let me know what you all thought about it was well!

There's not much to say, other than the other chapters will be updated as well. Please look forward to them.

So, with that all being said, I'll see you in the next updated chapter!


	5. The Null Fairy and Titania

**This Chapter has been re-edited as of January, 2019!**

Welcome back folks to another chapter! Chapter five's remake is officially here!

I never did get a good chance to actually make Ben go on his very first job without complicating things, so here's to hoping that I can make this chapter a bit easier to read! Erza's sisterly nature is a go!

And as usual, I do not own anything related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading to you all!

* * *

 **Chapter 5:** _The Null Fairy and Titania_

 **…**

After the struggles of the Changeling spell had finally gotten under the bridge and washed out, Ben was finally able to start being an actual member of Fairy Tail… Though the problems that came after the new body switches did prove to be quite a bother for him and others. Luckily, after some help from his smarter alien forms and a collaboration from Levy, things soon started to settle down.

A few days after his welcoming into Fairy Tail, Ben was seen chatting with Mira, Erza, and Makarov about a few things about stuff that he should know about being an actual member of the guild. Sitting down at the bar counter, Ben and Erza were enjoying their own cups of strawberry juice made by Mira, while Makarov was jugging down a mug of beer as usual.

"So, Ben… Now that you've become somewhat adapted to life around these parts, how about we try to find you a place to stay?" Makarov spoke in an advisable matter. "You probably don't feel that comfortable in the temporary housing that I'm currently lending out to you, correct?"

Ben turned to the Guild Master, smiling a little awkwardly. "Yeah… But am I even old enough to go and rent a place for myself? I'm only twelve after all. It's kind of strange for someone my age to do so."

"Well, when I came over to the guild, I was roughly your age, if I remember correctly. I managed to secure some housing by myself and my family." Mira then said, earning a surprised look from Ben.

Makarov stroked his moustache. "It should be fine. If I talk to some of the landowners, I'm sure I can convince them that you're perfectly capable of living by yourself in an apartment or other rentable place. You're not the type to go on messing stuff up, unlike some of our other members."

Ben held his chin up, thinking for a moment before turning back to him. He suddenly got an idea instead.

"…How about I build my own house then?" He suggested out loud nonchalantly.

Erza and Mira looked at each other for a bit, before tilting their heads while looking at Ben. They were jumbled by what he actually meant. Was he actually being serious?

"Um… What do you mean by that, Ben?" Mira asked, confused.

He turned his head over to her as he took another sip of his drink. "Well, I don't have any money, so why not just make my own place outside the area? I'm sure I can just use the natural landscape as materials."

Mira sweat dropped at Ben's idea of society's norm. Erza's left eye twitched as she retorted against Ben. The latter seemed to notice this, leaning back instinctive in fear in a way similar to that of Natsu and Gray.

 _"Benjamin… What will you do for clothing? Food? Maintaining your hygiene?! Treating yourself every once in a while, and—"_

Erza demanded answers as she continued to question Ben. He backed up a little, beginning to feel a dark aura coming from the scarlet haired girl. Makarov chuckled, bringing everyone's attention back to him.

"Heh. Well, if its money Ben, you should know that we Guilds always get job requests from all over the place. Why not go take a look over by the Request Board?" Makarov suggested. "You probably weren't able to get a good look due that little incident with the Changeling."

"…It wasn't really little, Master." Ben chuckled sarcastically while looking away. "But yeah, sure."

Ben then rose an eyebrow in curiosity, before glancing back to the board on the opposite side of the hall. On it, several pieces of paper were pinned, the formers being request sheets assumingly.

Finishing his drink, Ben proceeded to check out the board, followed by Erza soon after. She then stepped forward and placed a hand on the board.

"I'll give you a proper introduction." She smiled, before turning back to the board itself.

"This is the Request Board. You can take on various jobs that are posted here from various parts of the country. Each request form has a description of the job, as well as a difficulty and reward display." Erza explained, picking one off the board.

"Do they range from categories of difficulties?" Ben asked. Erza nodded as she pointed to parts of the sheets she took off.

"Each mission's difficulty is ranked; from F to A respectively. The higher tier letter, the harder the difficulty of the mission, but the higher the reward as well." She continued to explain.

Ben nodded as he soon jotted down mental notes from Erza's explanation, before his attention got caught by a second board on another level that was a short distance away. Turning over to look at it, Erza noticed his gaze and looked in his direction. She then gave Ben a small smile as she began to explain.

"That is the second floor, Ben. Most individuals are forbidden from going up there." She glanced over.

"Why's that?" He then rose an eyebrow.

"Because in order to do so, you must be an S-Class Mage to take on the requests from that floor." Erza said while looking at the staircase.

"S-Class? Like an elite member or something?" Ben guessed.

"Indeed. Usually, they are the top tier members of their respective Guilds. They are the only individuals able to take on S-Class Jobs; tasks so difficult that the slightest mistake may result in the death of a Mage. By the way, I'm an S-Class myself." She then gestured to herself with a proud expression.

Ben shuddered a little at the thought of an S-Class assignment. He pictured something like taking down a large colossal beast, with the image of someone barely making it alive out of there. Ironically, his first idea of taking down an extremely dangerous enemy was Vilgax, to which he then sarcastically laughed in his mind.

Turning his attention back to the regular Request Board, he began to look at the various requests, with Erza doing the same.

"So, what kind of job should I take then, Erza?" Ben asked.

Erza glanced at him for a second, and then began to scan the board until one caught her attention. Unpinning it, she handed the paper to Ben for him to look at.

" _Extermination Mission: Eliminate Dual Wyverns…_ " Ben read out loud. It was a B ranked mission, located in a town not too far from Magnolia. Erza looked at the reward and noticed that the pay quite high for the average payment of a B-Class request.

"Wyverns… You mean like dragons?" Ben said as he looked up at her.

"Wyverns are similar to Dragons in appearance, yes, but they do have differences." Erza answered.

"How so?" He naturally then asked.

"For example; their wings are bat-like and are attached to their arms. They also possess less intelligence than an actual Dragon too, according to history books." Erza explained again as she nodded.

"Oh…" Ben responded, somehow understanding the long explanation. "So, should I take this one then?"

Erza nodded in response, giving him a small smile. "It'll be good to get some hands-on experience. Also, since this will be your first mission, it's best to have at least one more person travel with you. So, I hope you don't mind if I accompany you on your first task."

Ben shook his head. "Sure, I don't mind. If anything, it'd probably make the job easier."

Erza smirked as she folded her arms. "Then it's settled. Even someone as powerful as you can do better work if paired up with another person."

From a few rows down however, a familiar pink haired Dragon Slayer overheard their discussion. He lunged out and landed in front of them, grinning all the while.

"I heard that someone's goin' on a job? Are you going on a mission for the first time, Ben? Lemme go with you then!" Natsu offered as pumped his fists. Happy floated next to him, wanting to get in on the action as well.

Ben gave the two a small snicker in response. "Sorry Natsu, I already decided that Erza would help me out with this one. Maybe next time."

As he said that, he made Natsu's face express disappointment for a split second. Ben then remembered something, and turned to Happy.

"Hey Happy, can I ask you a favor?" He asked. "It'll only take a moment."

Happy tilted his head as he bit into a fish. "Sure, what's up?"

Ben then held up the Omnitrix towards the flying cat. He smiled as he began to speak to the device.

 _"Omnitrix, perform an Area Scan for any uncatalogued sentient life, Code 10."_ Ben commanded.

The Omnitrix's dial lit up in response a moment, which still made everyone nearby blink in slight astonishment, despite seeing this a few times already.

 ** _"Command confirmed. Performing Area Scan for genetic samples of uncatalogued sentient lifeforms."_**

The three looked at the device with curiosity, wondering what Ben just attempted to do. This was a different command than what Ben had previously uttered out before.

They then watched as the Omnitrix's hourglass turned into a yellow color and released a thin yellow ray, which began to spread through the entire guild hall. After a few moments of scanning through everything nearby, including Fairy Tail's members alike, the wave reversed and went back into the device. The dial then began to spin slowly as the synthetic voice spoke.

 ** _"Scan complete. One uncatalogued genetic signature detected. Initiating Capture Mode."_**

Ben aimed his arm at Happy, a yellow ray of light shooting out that started Happy's body. The floating cat initially reacted with surprise, but then calmed down as he realized it did no harm. After a few seconds of scanning him up and down, the Omnitrix ceased its scan. The hourglass symbol and its circuitry then reverted back to its green coloration as the core popped back into the device.

Ben looked down at the Omnitrix, smiling a little. The core then popped up, the circuitry now glowing as the core spun for a few seconds.

 ** _"Unknown DNA sample acquired; scan complete. Entry is now available in Playlist Eight."_**

Ben grinned as he looked back to the three as the core propped back into the device. They all rose an eyebrow as Erza stepped up.

"What was that just now?" She asked, the other two nodding. Ben held the Omnitrix up again.

"I've told you guys that the Omnitrix is a device that holds the genetic code of a lot of aliens, right? Well, that's how it registers new DNA into its archives." Ben explained simply, enough for even Natsu to understand.

Happy then finished his fish, burping. "So, what it just did was scan my DNA?"

Ben nodded in response. "Yep, so now I have your species' DNA available for me to transform to. Here, lemme show you!"

Ben looked down at his Omnitrix again, holding the dial.

 _"Omnitrix; display Playlist Eight, Code 10."_ Ben commanded.

The faceplate of the Omnitrix lit up as it scrolled through a multitude of aliens until it stopped at Tail-Whip, with the core now popping itself out. Ben turned the dial a few more times, until it displayed a hologram of a cat that looked like Happy. He pushed the core down, engulfing himself in another flash.

The sudden flash of green caught the attention of everyone in the guild hall, who looked over to see what Ben was doing, as they knew that a flash of green meant Ben transformed into something.

As the flash disappeared, Ben was replaced by a dark emerald green cat that was the same size as Happy, but with a sharper face and smaller eyes. He had pink ears and green eyes, with two small whiskers appearing on each side of his face. He had a long tail with a black tip, and wore an aviator's uniform that was colored grey, black, and green. Sporting dark green fingerless gloves and black toeless shoes, the Omnitrix dial was attached to a grey and black sash that went around his body, displaying it on his chest. The Fairy Tail emblem was imbedded on the back of the uniform.

Everyone stared in awe at Ben's new form, noticing its resemblance to Happy, who then suddenly flew and crashed into Ben.

"YAY! Another one of my kind, finally!" Happy cheered. Ben sweat dropped as he lifted Happy off of him. Standing up, he began to feel a strange energy inside him all of sudden. It was literally seeping into his body from the environment in a sense.

"Woah… I feel strange inside." He noted.

Erza blinked once, wondering what he meant. Her eyes then widened as she realized, and she stepped forward and crouched down in front of the green feline.

"It appears you've gained the ability to garner Ethernano into your body by transforming into the same species as Happy. Perhaps you've gained his Magic as well?" Erza suggested and explained.

Ben tilted his head in confusion, but then tried some random body movements. He felt something different when he focused on his back, so he tried it again. A small green magic circle then appeared behind his back, and a few moments later, a pair of angelic wings sprouted out, surprising everyone.

"He can use magic now too?!" Droy yelled.

"Hey, at least he's an actual wizard now!" Jet smirked.

Ben felt weird having a pair of wings suddenly growing out of his body. He was used to having wings already placed when he transformed into an alien that had wings, but this was different. Regardless though, flying was no problem as he had experience with that already.

Taking off into the air, he began flying around the guild hall, making everyone look at him in shock. Happy rejoiced however as he flew off to join Ben.

"Huh. Flying using Magic isn't that much different than already having them by default." Ben admitted as glanced back at his wings. He and Happy continued to fly around for a bit, before landing back onto the ground.

"So… Uh, how do I turn this off?" Ben asked sheepishly as his wings flapped.

Happy's wings vanished immediately as he walked up.

"Imagine your wings disappearing, your Magic Power returning to the middle of your body." Happy suggested. Ben tried, focusing his attention to a mental image of flowing energy. Shortly after, his wings vanished.

"Huh, it feels weird, but I can get used to this." Ben said as he clenched his paws. "Now, to think of a name…"

Thinking for a bit, his eyes gleamed as he thought of something.

"How about… **Aerofel**!" Ben decided. Happy's eyes sparkled as he clapped his paws in awe of the new name…

"Aye, sir!"

* * *

 **…**

Later on, Ben and Erza prepared for their mission.

However… It was mostly Erza, since Ben didn't really have any possessions. The scarlet haired girl wore a sleeveless white blouse with frills running down the middle, with a blue bow tie and her usual skirt and boots.

Erza convinced Ben to help her pack her belongings for the trip, but he Omnitrix wielder certainly did not expect the red head to be carrying such an abnormal amount of luggage, enough to overflow an entire cart. Even all the roping used to tie all of the cases and things down proved to be quite strenuous for the material that tried to hold everything in place.

Natsu and the others couldn't help but snicker at Ben's clumsy nature and reactions as they tailed the two of them. He was just about to get a taste with how life with Fairy Tail's Titania would be like. And that wasn't meant to be a good thing.

Arriving to the edges of Magnolia Town, Ben and Erza arrived at the local train station. Ben looked around in awe of the place, comparing it to the ones from his own dimension. As he did so, Erza walked over to the reception to buy the two of them tickets and a few rations to sustain themselves during the trip.

After buying them, by the time she got back, she looked back at Ben and noticed his excited appearance, giggling a little to herself.

 _'Hehe… He really is still a kid after all.'_ Erza thought as she approached him.

After regrouping with him, the two walked over to wait for the train. After a few more minutes, the train arrived, with the conductor exiting it to meet them. He appeared to be familiar with Erza.

"Ah, Miss Titania. Off to another mission, are you? Oh, and who's this guest of yours?" He asked while tipping his hat to Ben.

Ben brought his hand out and greeted him. Erza introduced Ben to the conductor as the elderly man returned the handshake. "This is Ben, our newest member. He's a Take-Over Mage."

The conductor looked at Ben with surprise, perking his eyes up. He looked a little underwhelming to the naked eye to say the very least from his eyes. Ben merely chuckled as he rubbed the back of his head.

Shrugging the thought out of his mind, the conductor brought his attention back to Erza. "So, where are you two headed?"

Erza then brought out the request sheet and showed it to him. "We're on a mission to slay two wyverns near the town of Nagdro." The red head answered.

The conductor then nodded as he returned back to his vehicle.

"Very well then! It just so happens that the last train for today goes straight through Nagdro." He said. He then gestured the duo. "Well, time's a wasting, let's get the two of you on board!"

The two walked onto the train as he pulled on the train's horn, moving to a random aisle of seats. Ben watched as he first sat, and then saw as Erza proceeded to store her luggage in a specially marked room. It was literally called _"The Garden of Titania"_ , which made him chuckle.

Ben sweat dropped as he eyed it before sitting down, Erza joining and sitting across from him after another moment.

The train doors slowly closed, with the conductor alerting all boarders that the train was now going to leave the station. As the train started to move, the two gazed outside the window, with Ben leaning right in front of it. Erza smiled as the trained began to slowly move off, watching as Magnolia Town started to fade away from their eyes…

* * *

 **…**

As the two got comfortable in their seats, Erza tried to get the boy's attention. Gesturing at him to look away from the outside view, Ben noticed and turned his face over to her. She crossed her leg over another as she rested her hands on her lap.

"Erza? Is something wrong?" He asked.

"Well… Ben. We've never really had a proper conversation face to face. Why don't you tell me a bit about yourself? Erza politely asked. Ben thought for a moment before nodding.

"Sure, what'd you like to know?" Ben asked.

Erza then immediately answered. "Let's see… What about that _"Null Void"_ you mentioned earlier then? You kept giving us some references, but I don't believe I've heard a full description."

Ben's usually positive face turned sour for a moment as he averted his eyes. Erza was worried she triggered an unpleasant memory in his mind, and saught to correct her question with a flustered tone.

"Um, if you don't want to talk about that, you don't have to—"

Ben responded back to her, his face now back to its neutral expression, albeit his smile a little straighter than its usual curvy nature, which made her just a tad bit uncomfortable to be honest.

"It's alright, Erza. It's just that the Null Void is a place that made me… _mature_ as a person, let's say that. I don't mind talking about it though." Ben explained. The teen sighed in relief as she heard his answer.

Ben then readjusted his posture before clearing his voice. "Where should I start…?"

"Well, like I said earlier… The Null Void is an alternate dimension that serves as a prison for intergalactic criminals and other rogues of similar nature. And although it serves as a prison, it's not like innocent people aren't dragged into there every now and then." Ben started to explain. Erza nodded in understanding, gesturing him to continue.

Ben lifted a finger up as he started again. "Now, normally, there's only one way to get into the Null Void."

Erza's eyes perked in curiosity, wondering what it was. "And that is?"

"Typically, the way people open up a gateway into the Null Void is by using a Null Void Projector." Ben explained.

He tapped the Omnitrix's buttons a few times, making the face plate project a green hologram of a rotating device a short while later on. Erza eyed the machine with curiosity, examining its gun-like form.

Pointing at it, Ben continued. "This is a type of Null Void Projector. Coincidentally, this is also the same device that accidentally trapped me in the Null Void."

"Is this the only kind of Projector?" Erza then asked.

"There are other models of this device, ranging from larger prototype Projector machines, to slimmer ones like this one shown here." Ben shrugged. "Some of them can be as large as a wagon."

Tapping the Null Void Projector away, he continued to explain the properties of the Null Void throughout the ride, until he then started to explain the inside of the eerie place itself.

"The inside of the Null Void is exactly how it sounds like: An eerie and gloomy place that gives you goosebumps just by being in there." He first went off, jittering a bit from remembering the horrific environment.

"Since it's used as a prison for the worst of the worst, many of the creatures have either turned hostile or rabid due to their prolonged duration of being inside. And although many species of aliens however have learned to grow and adapt to living inside, since the Null Void isn't your everyday paradise of happiness, there isn't anything like plants or other sorts of food." Ben explained, his eyes then narrowing down.

"So, in a world like that…" Erza began to realize what he was going to say.

"…Many of the non-sentient denizens have turned to hunting others. _It's eat, or be eaten_." He quoted, his last line echoing a bit.

Erza held a hand on her mouth as she reacted with surprise and shock. After gathering information from Ben's explanation, she came to realize a horrible conclusion.

"You had to witness violence from every direction for the past two years while in that place…" Erza realized. Ben nodded, his serious face now chuckling a bit, surprising Erza quite a bit, even throwing her off for a moment.

"Well… To be honest, the clothes I'm wearing right now are actually made from creatures in the Null Void." Ben sheepishly admitted. Erza's eyes zoned out at his confession.

"Sure, I was a measly ten-year-old in a place that was basically Hell, trying to survive on my own. But it's not like I couldn't fight for myself. If anything, being in the Null Void was like living in the wild." Ben casually compared the years he spent in the Void to a simple sentence.

Erza sweat dropped as she laughed sarcastically. "So, that maturing you were talking about was just learning how to do things while being in the Null Void?" She asked.

Ben replied with a simple shrug and chuckle, causing the red-haired member of Fairy Tail to face palm. "…Pretty much."

"Benjamin Tennyson… You are one strange kid." She said, smirking at Ben. Ben and then Erza laughed together for a little while, before Ben started to ask a question.

"So, enough about me. Tell me about yourself, Erza. What kind of Magic do you use?" Ben asked, waving his hand.

Erza's expression went back to normal as she cleared her voice.

"Ah… Pardon me. Yes, like everyone else in Fairy Tail, I also use Magic. My Magic in particular is a type of Spatial and Requip Magic. It's called _The Knight_." She explained.

"Requip?" Ben said as he tilted his head in question.

Erza nodded. "It's a type of Magic that allows me access to a separate pocket space in which I store a multitude of armor and weapons."

"So… It's kind of like my Omnitrix." Ben said as he looked down at said device. Erza then nodded again before lifting up two fingers.

"If I had to say, your Omnitrix transformations are like a combination of both Take-Over and Requip. Take-Over is simply changing your form to match a registered animal or beast in your arsenal, while Requip is like your alien's natural abilities that you use in battle." Erza compared the two.

Ben in turn looked at her in awe, complimenting Erza's keen observational skills. "I see…"

The two began to talk about various types of Magic, including those of the likes of Gray, Lucy, and other guild members. Their conversation continued for a while, the two of them growing closer by every minute.

The two practically formed a friendship like that of an older sister with a younger brother, even with how complicated things were for them when Ben first met the guild and its denizens. This would prove to be…exciting in the coming future.

* * *

 **…**

As the two continued their chat, the train arrived at their location roughly two hours later on.

When it arrived and stopped, the conductor alerted its boarders of its arrival to the Nagdro Station, alerting the two guild members. Ben exited the train first, turning around as he waited for Erza to collect her cart of luggage while still sweat dropping at the sight. The two then started to walk out of the station as the train left to go to its next destination.

Arriving outside the station a few minutes later, Erza grabbed a map out from one of her cases. She began to look for the inn that was displayed in the job description, scanning the chart for a moment before Ben pointed out its location. They then began walking, arriving at the inn several minutes later.

Ben opened up the door, holding it open as Erza dragged her cart in, making the other people in the lobby sweat drop at the sight. The receptionist then noticed Erza's guild mark, and used a phone lacrima to call up a number, saying that their guest had arrive.

Erza parked her cart in a corner as she approached the receptionist.

"Hello. This is the Night Carol Inn, correct?" Erza asked.

The receptionist nodded in return. "Yes ma'am. You are Titania of Fairy Tail, I assume? We've been expecting you."

She bowed slightly for her, before noticing Ben next to Erza. "Oh? Who's this young man?"

Erza patted Ben's head as she gave her a small smile. "This is Ben, he's our new member. I'm actually here because I recommended this for his first mission since he first joined. He may not look like much, but he's a powerful Take-Over and Requip mage."

The receptionist then attempted to apologize, assuming that she insulted her. Ben however tried to calm her down for her misunderstandings.

"Ah, it's alright. A lot of people doubt me because of my appearance. I'm only twelve, after all." Ben explained. The receptionist deadpanned in response as a door opened from the side of the room.

A middle-aged gentleman came out. He wore a brown tuxedo and a brown fedora to match. He then noticed Erza, walking towards her and Ben with a smile.

"Ah… Titania, you're here. Welcome to Nagdro, I'm the mayor of this small town." He said as he shook hands with her.

Noticing Ben, his brow rose. "And this is your younger sibling?" He asked. Ben's face twitched when he said that.

Erza waved her hand back and forth in denial as she turned to Ben.

"N-No, sir. Actually, this is our newest member, Ben. I'm actually here to help him out with his first mission." She explained again.

The major's eyes widened in understanding. "Oh, I see now!" He said while chuckling awkwardly, scratching the back of his head. "My apologies!"

After getting the misunderstandings taken care of, he led the duo into the room he came out of. He poured some coffee for the two as they sat on a couch on the opposite side of him, with his expression then turning serious.

"So, as it said on the description of the request sheet. I would like you two to go and exterminate the two wyverns that have taken residence near our town. They've been interfering with our crops and attacking people for a long time now!" He explained with a worried tone.

"Of course." Erza nodded. "Ben?"

"It's official." Ben answered, which made the mayor in front of them smile.

Despite being infamously known for their destructive tendencies, many people knew of Erza for her high level of skill and otherwise "antiseptic" methods of handling situations compared to the rest of Fairy Tail's members. She was given the divine nickname Titania for a reason, so Ben assumed that something separated her from the likes of people such as Natsu or Cana.

As the major finished explaining, he gave the two a room key. It was for their room that they would spend for the night.

"Thank you for listening this old man's rambling. You should rest up for tomorrow. The wyverns usually approach in the morning, so take this time to prepare if you must." He enlightened the duo.

The two nodded as they got up and left, with Erza bowing a little as she and Ben exited the room together.

As they got out and closed the door, Erza looked at the key's number, her face then turning to the stairs. She began going up the set of steps with Ben in tow for a few moments. And after reaching the second floor and walking for a little while longer, they reached the room with the same number as the key.

"…Room Number 10, huh?" Erza noted, glancing at Ben with a smirk.

Ben realized why she did so, flinching in retaliation. "Hey, it's just a coincidence that it's the number 10! Just because my last name is Tennyson…"

Ben grumbled, averting his eyes away while pouting a little. Erza giggled for a bit as he tried to hide his embarrassment, before unlocking the room.

The chamber was fairly large. Two king-sized beds were available for them; with even a shelf and a closet present for them. A bathroom was located on the opposite side next to a coat stand.

Upon eyeing the beds, Ben whipped off his shoes and lunged onto the soft mattresses.

"Oh, this pretty nice!" Ben said while bouncing on top of it. He then grabbed the pillow, giving it a few pats. "And fluffy too! Neat."

"You're such a kid…" Erza giggled, which made him turn red in embarrassment once more.

After that, the duo took some time to properly bring in Erza's mountain of luggage, dropping off some of Erza's things little by little. The two proceeded gradually bring the rest of her belongings, and ten minutes later, they finished.

Now sitting on their beds, Ben asked Erza a question.

"…Hey, Erza?" Ben asked, though he looked a little shy.

Erza glanced over at Ben, acknowledging his question. "When we go to sleep, can you… Wake me up in the morning? People say that I'm a terrible sleeper…"

Erza giggled again as she nodded. "Of course. Got some sleep walking habits, I suppose?"

"…I'd rather not talk about it." Ben turned away, chuckling nervously.

After getting another amused snicker from the redhead, she then got up and started walking to the bathroom. Ben yawned a little as he laid down on his bed, glancing at the Omnitrix.

"I'm going to wash up first, Ben. Why don't you get yourself ready as well?" She inquired. Ben nodded in response as she closed the door.

* * *

 **…**

As Erza began to wash herself, Ben then began to tinker with the Omnitrix, with the hopes of using this time to learn more about his forms and the recent recalibration of the device. He began to study his newly unlocked entries throughout Erza's shower.

 _"Omnitrix; display DNA Entry Catalogs, Code 10."_ He then uttered. A single beep was heard from the Omnitrix as a large screen was projected from the core.

His eyes gazed around the various profiles of the forms he currently had unlocked, which were separated into playlists of ten per column. He didn't really care for the ones he already had, so he skipped over to the last one, Playlist Eight.

"So… We've got the newly unlocked Revonnahgander sample…" He muttered as he took a look at its profile. "Sturdy tail: check. Enhanced jumping: check. And also… Enhanced agility… Check."

He continued to review off his newly unlocked forms, and after another Erza finally exited the bathroom, Ben exchanged places with her. Erza Requiped into to a pair of pajamas designed by the Heart Kreuz company, and attended to a sword she carried with her initial Heart Kreuz armor set.

After Ben got out a few minutes later, the two wished each other good night as they crawled into their beds. It was pretty uneventful for the meantime…

However…

…

…

In the black of night, Ben was awakened by a beeping noise. Erza didn't seem to be affected by this eerie sound luckily as he got up.

Groggily waking up and wiping his eyes out from his slumber, he frowned a little as he began to look for the source of the noise, before noticing it was actually the Omnitrix beeping and flashing. With his eyes now fully awake, he covered the Omnitrix with his arm to prevent Erza from waking up as he walked into the closet.

Closing the closet door, Ben then held the Omnitrix dial. The beeping stopped, replacing it with the Omnitrix's synthetic voice. "Omnitrix?"

 ** _"Unknown DNA samples acquired from Remote Scan. Five DNA samples acquired by the Voliticus Biopsis are now added to Omnitrix database. Entries are now unlocked and available on Playlist Five._** _"_

The Omnitrix finished its announcement as the dial turned dark. Ben's eyes widened as he squealed in excitement while muffling his voice. _'Oh… OH MY.'_

Ben mused at first, but he frowned a little as he started to piece together things. _'Wait… I acquired DNA samples from another dimension. Does this mean that the Omnitrix is like a wireless device?'_

Ben suddenly questioned this, looking down at his Omnitrix. _'I wonder if I can do_ that _…'_

Activating the Omnitrix. He dialed his selected alien and pushed the core down. A muzzled flash appeared from the closet, but Erza was luckily unable to hear the loud flash. From within the closet, Ben began doing something to the Omnitrix, lasting for a few more hours.

* * *

 **…**

It was now early dawn. Erza's eyes slowly opened as she begun to hear some birds chirping from outside the inn.

She slowly got up and yawned as she stretched. "…Morning."

Ruffling her long red hair as she wiped the sleep away from her eyes, she then looked over at Ben, who was now on the floor; his pillow across the room and his blanket on his side.

Erza stared at this scene for a second, and then struggled to hold in a burst of laughter, taking a few moments to calm down. He really did have a bad case of sleep walking it seemed, much to her amusement.

Walking over to the bathroom and taking another shower, she dressed herself as she walked over to Ben a few minutes later. Smiling at him while giggling, she crouched down and poked at his cheek. Ben murmured in his sleep, moaning a little. She once again withheld a snicker, her attention then turning over back to Ben as he rolled over.

The slumbering youngster unconsciously activated the Omnitrix, causing Erza's expression to harden with disbelief. She took a look at the alien device, eyeing it ever so cautiously as he continued to snore.

 _'He's sleep walking?'_ She wondered. _'I didn't think it would be this bad…'_

She couldn't see the displayed alien on Ben's Omnitrix, but before she could identify the alien currently displayed on the holographic projector, he rolled over again and slapped the core down, enveloping him in a flash that forced Erza to shield her eyes.

As the light from the flash dissipated a short while later, as she opened her eyes, Ben was replaced with a white skinned humanoid creature that was the same height as him.

He had a black and white head with eye stripes going down, with three fin-like growths extending from his head. He wore a black and green sleeveless jumpsuit. On his shoulders were green orb like objects, and three green button-like objects were seen on his stomach. The Omnitrix dial was placed on his forehead, and the Fairy Tail mark was on its left shoulder, partially visible under his uniform.

Erza gazed at this new form with wonder as she wore a pokerfaced expression. In her mind though…

…

…

 _'So cute… So cute… So cute… SO CUUUUTTE!'_ Her hands grasped her cheeks in an adorable manner.

However, she quickly recovered from her phase by smacking herself. Snapping herself back to reality, she tugged Ben's arm, causing him to wake up. "I… I should wake him…"

Ben sat up still in a dazed matter as he opened his green eyes halfway, his fins lowering down like a cat's ears.

 _"Huh…? What's that noise? Is it breakfast?"_ He murmured with a quick-witted cartoony voice.

Wiping his eyes, Ben looked around, until his face met Erza's, who still wore a poker-faced expression. Ben then jumped up and away in shock, landing on his bed while making a make-shift combat stance.

"W-Woah there, Erza! What's… Wrong?" He asked, tilting his head. He looked down at himself. "…Why am I transformed for?"

Erza stayed silent, before her face darkened. _"…Why?"_

"Why… _What_?" Ben sweat dropped. "E-Erza?"

 _"…WHY IS THAT FORM SO CUTE FOR?! OH, I JUST WANT TO SMUGGLE YOU UP!"_ Erza roared, causing Ben to flinch in astonishment.

"H-Hey! Erza, calm down for a sec, will ya?!" He suddenly ordered while extending his arms out, a second Ben stretching out from him and duplicating itself. He posed in the exact same way as the original did.

"Yeah! **Ditto** to that!" The second white alien yelled.

Erza's eyes then widened in awe as she was taken out from her phase of adoration. "Self-Duplication?"

The Dittos nodded, their arm over each other's shoulders as they grinned.

"Yep!" Ditto Prime smiled with a cheeky look.

"Though we technically can't create an army of Dittos, since we're all linked to the original!" The second one said as he duplicated himself.

"That means that if the original Ditto goes down, we all do! But it doesn't mean we can't put a good fight with numbers though!" The newly sprouted one explained.

"Here's to Team Tennyson!" Ditto Prime held a hand up, to which his two clones both high fived.

"Booyah!" Ditto 2 yelped. "We're _unstoppable_!"

"To the victors of Earth Land and beyond!" The third one posed dramatically.

Erza nodded in understanding at Ditto's simple explanation, though she couldn't help but snicker in regard to their silly antics.

The Dittos helped to clean the place afterwards, merging back together after the deed was done. Ditto then tapped the Omnitrix dial on his forehead, reverting him back to Ben.

The twelve-year-old yawned as he stretched. "Alright… Now to properly start the morning…!"

Erza giggled again as she wished him a proper good morning, Ben yawning and nodding in return. "And good morning to you, Benjamin."

* * *

 **…**

Ben and Erza quickly ate a meal provided by the inn's dining hall, leaving soon after as the major told them the location of where the wyverns would appear. Exiting the inn, Erza took her map out again, dotting the location down.

"Alright… Now that we're prepared, let's proceed with the actual request." Erza stated. "Are you ready, Ben?"

"I'm all good to go. Following your lead, Erza." Ben saluted. "So, where to?"

"This map will guide us to the eastern exit of the village. Shall we?" She gestured. Ben simply smirked as they went along their way.

As they walked through Nagdro, Ben couldn't help but admire the town's construction style and terrestrial arrangement. Since it was an in-land town, it was positioned towards the center of the country, where the plains of the landscape gave wonderous opportunities and placements to grow all sorts of things. Rough, gravelly hills with beautiful green forests were plentiful all around, making this location truly a place with nature in tow to confine in.

The town itself was also spectacular, even comparing itself to the likes of other famous locations such as Magnolia. While the foundation of the town wasn't as stone hard as Fairy Tail's home, this made the quite, yet peaceful settlement of civilization a good place to be considered a vocational paradise.

While continuing to admire the surrounding environment, Ben and Erza arrived at a wide field of crops after roughly half an hour. Hiding in a bush, they proceeded to wait patiently for the time in which the mayor told them that the wyverns would be approaching the fields.

"And now we wait…" Ben said, Erza nodding.

The two watched the morning farmers do their work, reminding Ben again of his time back on home on Earth. His travels through parts of the countryside really did give a feel as to how country and city life was different.

Reminiscing in his memories, his train of thought popped out as the farmers began to scream, with Erza patting his shoulder to make him pay attention. The two opened up a part of the bush to peek through, their eyes widening at the sight.

Two large wyverns appeared within the fields. They were exceedingly large, draconian beasts that were predominantly green in color. Their entire body were covered in scales, save for their milky white undersides of their necks, which continued on through their stomachs, and the underside of its tail.

Attached to their arms and sharp-clawed hands were webbed wings, which were rippled and torn, highly reminiscent of a bat's. Their legs were hunched and muscular, with a spike extending out of each knee, and three jagged, white spikes running vertically up each calf. Each foot had three white talons, and one coming out of from their heel. Atop their angular heads, they had long, sharp orange spikes running down each side of its spine. They also appeared to have prehensile tails.

Roaring and sweeping their wings, the farmers began to run away in fear. Erza and Ben then jumped out of the bush they hid in, landing in front of them. The Omnitrix wielder pointed at them defiantly as he activated the Omnitrix.

"Alright, you overgrown lizards, your ways of terrorism are over!" Ben shouted. "It's Hero Time!"

Erza glanced at him and snickered at his use of a stereotypical heroic line before turning back to the wyverns, who responded with loud roars as they faced them.

 ** _"Requip!"_** She yelled.

Her body flashed as a magic circle appeared under herself, Requiping her body into her Heart Fruez set. Eyeing Ben, he responded by turning the dial a few times, slamming the core down afterwards. The wyverns screeched as their eyes shut for a few seconds.

In a flash, he was replaced with Four Arms. Now wearing a grey, black, and green shirt that had short sleeves for all four of his arms, his Omnitrix dial was now on a green and black shoulder pad that was on top of his left shoulder. The Fairy Tail emblem was displayed below.

Erza took notice of its muscular structure once again. The four-armed alien pumped his fists together, cracking his knuckles.

"I think it's time to give these fellows a warning!" He grinned.

Erza lowered her head as she took a stance. "Stay vigilant. Though they are not intelligent, they have powerful weapons at their disposal."

Four Arms merely smirked in response, scanning the area. Blinking once, he then spoke to the redhead. "Erza, the area's too crowded with vegetation, so I'm going to try something a bit odd. Can you keep the two lizard brains distracted for a bit?"

Erza hummed in response as she nodded, now charging at the two foes. "Very well!"

The wyverns commenced their attack towards Erza as well, with the one in front sweeping its arm at her. She soared up into the air with a graceful jump and somersaulted midair as she landed behind it, slashing its back quickly after.

It roared in discomfort as it attempted to swing its tail at her figure. While it was doing so, the second one sailed up and lunged down at Erza soon afterwards, causing her to make a stance with her blade as she prepared to intercept the blows.

"Perfect, Erza! Now it's my turn!" Four Arms yelled out, now dashing to her.

The wyverns curved their heads in confusion, not being able to react in time as Four Arms rocked his arms back. He then delivered four solid punches to the duo; two arms socking them right in their cheeks, and another two in their necks. The might of Four Arm's attacks soon sent them soaring into the air as they roared in pain.

They spun around as they were flung back a few dozen meters, landing on an open plain. Four Arms smiled as he and Erza gathered next to one another.

It was then that Erza realized what Four Arms had done, smirking back at him. "I see… Driving them away from the crops to give us some fighting space."

Four Arms gave a thumbs up as the two of them ran over to the wyverns. The wyverns got up slowly as their bodies shook from the blow, shaking their heads as they focused back at their new foes. Now alert, they ran again to them, flapping their wings as they struggled to take flight. Four Arms lowered his legs, crouching for a moment as he took a massive leap into the air.

The wyvern he leaped at widened its eyes slightly as he tried to nail it down with another right hook to the face, countering the attack by quickly turning its body. Four Arms' face perked up as he looked at the wyvern, who then slammed him down with its tail.

"Oh, what?!" He yelled, before getting hit right on the top of his head.

Four Arms landed on the ground, making a slight crater as he landed harshly on the ground. Erza shouted out his name in worry, her attention soon returning to the other wyvern. "Ben! Are you injured?"

Swinging her sword horizontally, the wyvern lifted its legs up, dodging the attack. She was momentarily surprised as it then swiped at her with its clawed feet. She caught the swipe with her sword, a few sparks rubbing off from the collision. The wyvern used its larger mass to shove Erza away, causing her to be launched towards the ground. Doing a back flip, she landed on a knee, sneering at it as she then turned to Four Arms in concern.

"Ow…" Four Arms rubbed his head as he began to stand up.

She was relieved to see her friend alive and kicking when Four Arms rose off the ground, rubbing his cheek as he cracked his neck. "Good. Let's continue."

The pairs regrouped with each other soon after. The wyverns were more alert than ever before, which made Four Arms turn over to Erza in response.

"Erza, we're going to have to use something else to deal with these guys." He said as he looked down at her. "They're being cautious now."

Returning the look, she nodded back. "Indeed. I'm going to have to change gears then!"

As she said that, her body flashed again. **_"Requip!"_**

Four Arms watched as the scarlet haired woman appeared with a different set of equipment.

Erza's Heart Kreuz set was now replaced with orange and red armor. It consisted of a pauldron-less breastplate that extended down to her lower body, resembling a one-piece swimsuit with gauntlets and greaves. Her hair was tied to a pair of twin tails held together by horn like clips.

Paired with her armor was a large dark red broadsword of similar design, with hand guards resembling those on her armor. The blade of her weapon shined brilliantly as she twirled it a few times.

"Huh… So that's how it looks like in person." He admitted to his interest. "What's that one called?"

Looking back at Four Arms, she showed her armor. "This is the Flame Empress Armor. It grants me the ability to use Fire Magic and temporary flight, as well as flame resistance to a degree."

Two of Four Arm's eyes narrowed at her, questioning the design of the armor, but soon dismissed the thought a moment later. He then glanced back at the wyverns, who looked like they were about to attack.

"What do you propose we do then?" Four Arms asked.

Turning to face the wyverns, Erza gave them a confident glare. "We're going to take them down with one blow. Can you use that fire transformation you showed at first?"

"…Fire?" Four Arms blinked, before realizing what she meant. "Oh!"

The Tetramand smiled, before acknowledging her request. Tapping the dial, Four Arms was engulfed in another flash of light, replacing him with Heatblast a second later.

"Yes, that one." Erza confirmed.

Heatblast signaled a thumbs up to himself. "The name's Heatblast!"

"I'm going to unleash a large fire attack. Can I count on you to aid me?" She proposed, smirking. Heatblast gave her a cocky smile in return.

Taking a Tail Guard stance with her sword, Erza closed her eyes as she began to gather her Magic Power. Heatblast in turn clenched his fists as he held his arms in an X shape, his body beginning to shine. The wyverns roared, now beginning to charge at them in response.

Erza's eyes opened as she then thrusted her sword out, a large red magic circle appearing. Flames started to engulf her blade as they drew near.

She then turned to Heatblast. "Now, Ben!"

Heatblast then struck his arms out. Opening his palms, a large torrent of dark red flames shot out as a large fire dragon silhouette launched out from the magic circle. Heatblast and Erza's attacks began to synchronize with each other, their now attacks merging together. Heatblast's flames encased the dragon shape, causing it to become larger, gain a pair of large flame horns, and exert massive amounts of heat. Erza's magic circle grew in size, with a large red hourglass symbol displaying in the middle.

The flame dragon roared as it collided with the wyverns, resulting in a massive explosion. The duo could hear their enemies crying out in agony for a short bit, before all of the commotion started to die off.

As it happened, Heatblast crouched down and placed his hand on the ground. A small circle of flame went around where he stood, causing a piece of the ground to rise up and combust, the latter now using it as a hoverboard of sorts. Erza eyed the Pryonite with slight envy, wishing she could do the same as she ran to follow Heatblast.

Reaching the edge of the smoke plume, Heatblast held his arms out as he began to absorb the flames, quickly exposing the exploded area. In said space now laid a nicely pair of cooked wyverns. Yes, _cooked_ wyverns. The heat from their attack was enough to scorch them completely.

"Ha… All's _fire_ in love and war." He snickered. "Ah, that was a good one."

Heatblast smirks with satisfaction at his and Erza's handiwork. The scarlet haired teen joins up to see the result of their attack, laughing half-heartily at the sight. Actually… Just eyeing these now two perfectly cooked specimens made their stomachs began to growl, which made the two flinch. Heatblast lands on the ground, flashing again to reveal Ben. Erza flashed back to her casual attire as the two looked at each other and grinned.

The two fist-bumped, with Ben drooling a little. "…Well, I'm feeling famished. I can eat."

"…Admittedly, I could do so as well." Erza averted her eyes for a moment, blushing in embarrassment as her stomach began to growl once more. "Shall we indulge ourselves?"

* * *

 **…**

The duo returned to the inn after a while. Erza knocked on the door, prompting the receptionist to open the door. _"Coming!"_

Opening the front entrance, the first thing she saw was Erza and Ben. "Oh, Miss Titania! How goes the job?"

"Well…" Ben smirked as he and Erza held up their evidence; the skulls of the two wyverns.

Eyeing at she saw, her eyes widened in delight as she ran back to alert the major, who shortly after ran out. His eyes widened with amazement and glee as he smiled. Ben gave him a grin while Erza gave a small smile.

"Amazing!" He congratulated them, grinning as he patted Ben on the head. "Oh, thank you both so much!"

He then ran back inside the building, shortly returning with a large sack bag. "I can't thank you two enough! Please, enjoy your reward!"

"All in a day's work, sir." Erza merely nodded as he placed the sack in her arms.

"I know that in some parts, Fairy Tail is known for their destructive tendencies, but I knew that some of you guys can control yourselves." He said, chuckling. Ben and Erza chuckled slightly as they were reminded of specific people back home in a certain guild hall.

Ben couldn't help but smile. If he were still back in his own dimension, he would've let this praise get to him. Thankfully, he had matured and knew better now. He supposed that was one thing to thank the Null Void for, if anything.

…

…

It was just about noon when Ben and Erza finished packing their belongings. The former still had to track down and manage all of the stuff that Erza brought with her on their trip, which proved to be something that he felt was going to be a habit.

Once the luggage was packed, he earned a pat to his head from Erza, which made him feel a bit uneasy; probably at the fact that she was in remembrance with her time with Ditto. If she was treating him like a younger sibling though, he'd had no problem with that.

Afterwards, Ben and Erza send their regards to the inn's residents, proceeding to catch the train back to Magnolia. The round-trip proved to be just as eventful as the first train ride, with the two engaging in a soothing conversation until, they arrived back at the entrance to Magnolia Town around a few hours later.

Erza had Ben, now as Diamondhead, pull her wagon of suitcases while she walked next to him. Ben was actually quite excited to get back to the Guild to report in on his first successful request. While he was thinking that, Erza then took out the sack that came from their reward.

"Oh? I forgot about the reward. How much did we get?" The emerald alien turned to her.

"Hmm… It's about 250,000 Jewels, which is a bit more than you would usually get from a Monster Hunt request." Erza noted, a little surprised by the amount.

"So, should we split it even then? 50-50?" Diamondhead suggested.

"Since it's your first job, you should get more. I simply helped, and it was fun to do so." She said, answering Ben's look. "Since it's 250,000 between the two of us, you'll take 150,000 of the provided Jewels.

"Are you sure?" The alien then asked. "You don't have to, you know."

Erza however smiled as she divided the sack's contents to two portions. "It's fine. The main purpose was to get you to learn the ropes of what it means to be a member of the guild."

Holding onto the sack, Erza proceeded to store her share in her pocket dimension. "Now then, let's return to the Guild."

As the duo neared the front entrance, it was then that Ben could smell a faint hint of…smoke? Erza stopped and sniffed the air as well. She too noticed it, and it seemed to be growing stronger by the moment.

"What is that smell?" She asked. "Is there something burning inside the Guild Hall?"

Another second later, the smell began to spread outside as Elfman crashed through the front entrance, as did many other members. Ben and Erza frowned, only to look inside and see Gray and Natsu fighting against one another, the former in only his undergarments as usual.

"Shut your face, lizard face!" The Ice Mage growled.

"Tell that to my fist, pervert!" Natsu roared in response as the two began to make their fight come outside.

Diamondhead sweat dropped as he let go of the wagon. "H-Hey! What's the big idea with—"

"—What are you fools doing?!" Erza demanded angrily all of a sudden, making the two freeze in place instantly. "Why is the Guild Hall in flames? Where's the Master?!"

Gray yelped as he backed away from Natsu. "H-Huh? Erza?! W-Wait a moment, let me explain!"

"…It looks self-explanatory to me." Diamondhead replied as he looked at the flaming building with a deadpan look.

"Ben! Erza!" The attention of the present mages was then turned Master Makarov. "My Guild Hall!"

"…I'll fix it up." Diamondhead facepalmed.

Tapping his Omnitrix dial, everyone shut their eyes for a moment to see Heatblast in his place. The Pyronite took a moment to absorb all of his flames, with Makarov's look on his face growing happier by the second.

After all the flames were gone, everyone sighed in relief as he reverted back to Ben. The latter then turned back to Natsu and Gray, giving him his own glare of death, courtesy of Erza drilling into his body while she was in control of it during the Changeling incident.

"Now then… What started this?" He demanded.

Both of them flinched, but it was then Natsu rose his hand slowly. "I… It was me."

"And? What were you trying to do?" Erza then asked.

 _"Well…"_ A voice behind them was heard, with it being none other than Lucy, with Levy and Mira behind her. "They wanted to celebrate Ben's first successful mission. They got word of it from the Master after they completed it."

"Celebrate?" Ben's eyes widened. "For such a little thing?"

"Little?" Natsu chuckled. "Come on! It's a special occasion! There's only one chance for you to feel good about your first mission!"

"But don't you get overexcited upon completing any mission like its your first?" Gray then sweat dropped.

"Shut it!" The pink haired mage growled, before turning back to Ben. "Anyways…"

"Natsu suggested that we should celebrate, but it was Lu-chan and I that got you a cake!" Levy smiled, before lowering her face in anxiety. "At least… That's how it was supposed to go."

"…What does she mean?" Erza turned to Mira, who shrugged while chuckling nervously.

"Well… When you get a cake, surely, you'd get a candle or two, right? Though… You probably know who lit it." She noted. It was pretty obvious, as it made Ben and Erza turn to Natsu, who began to sweat in a nervous breakdown while whistling.

"…I appreciate the thought, but let the sensible people do the preparations." Ben sighed, before smirking. "But thanks anyways."

"T-Then you're not mad?" Natsu's face brightened for a moment.

"I'm not. But… Erza is." Ben gestured next to him, making the Dragon Slayer's face pale. Natsu's smile then turned to a cry of despair as Erza began to crack her knuckles.

"…I'm sorry." Natsu began to kneel. "PLEASE FORGIVE ME, ERZA-SA—"

"—NO MERCY!" Everyone began to cringe as Erza slammed her armored fist onto his noggin. Some of the nearby members even turned away as she started to punish him, though Gray managed to escape unscathed through all the aftermath.

"Good gosh…" He croaked.

 _'I guess… Some problems are just too hot to handle?'_ Ben mused. _'Ha… That one's going in the catalog.'_

* * *

And now with this, Chapter 5 is now completed! Another remake is completed! Just one more remake of a filler chapter before we get to fixing one of the most broken and mis-written Arcs of this story… The Phantom Lord Arc. Oooooh boy...

I realize that the fight combination between Heatblast and Erza wasn't really a Unison Raid, so I took that out. I hope you liked how the overall chapter is now!

But anyhow… Thanks for reading this. I'll see you all in the next part! Rath wants to SMASH!


	6. Rath of the Beast

**This Chapter has been re-edited as of January, 2019!**

Here we go people, chapter 6. There's not much to say in this chapter, only to make the fighting between Ben and the others a bit more interesting… As well as adding someone else to fight! I hope you like what I've done!

Anyways, that's all I wanted to say. Let's get right into the story.

And, as usual, I do not own anything related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading to you all!

* * *

 **Chapter 6:** _Rath of the Beast_

 **…**

A few days later, Ben and Natsu's team were seen coming back from completing another job. After going on a few more missions with his friends, he was starting to get used to experiencing different scenarios of many various kinds, even if some of them were a little strange, or even outright stupid.

Entering into the guild hall's entrance, they announced their return as Natsu kicked the door open with a flame enhanced foot, a few cheers and responses being heard in turn while some panicked upon his destructive entrance.

"We're back!" He grinned. "Man, I'm starving!"

"Mira, get us some meat!" Gray called out, too hungry to retort against Natsu's wrecking of the guild. Ben and Lucy sighed as they watched the Ice Mage begin to strip down to nothing but is underwear again.

Mira responded cheerfully as she threw the two of them giant pieces of meat, to which they caught in their mouths as they leaped up into the air. It was almost like she was treating the duo like dogs, judging by the expression she had on her face as she did so.

Ben sweat dropped as he witnessed the two beginning to greedily chomp down the juicy substance, slightly chuckling at the same time as he turned back to the bar counter. Taking a seat, Mira poured him a mixed drink consisting of kiwi and banana.

Ben looked at it with intrigue, taking a sip a few moments later. Makarov came over and took a seat next to Ben a moment later, making the two glance over to his figure.

"So, Ben, are you getting used to life around the guild?" He asked. Ben nodded as he took another sip of his drink.

"It's becoming easier, I'll tell that. But I have to admit… Some of the jobs that we get are a bit strange. Farming, helping a school, rescuing wild animals…" Ben said as he counted with his fingers. "A bunch of odd jobs, really."

Makarov chuckled at the boy's cheerfulness as he took another gulp of his alcoholic drink. "Well, not all jobs have to do with hunting or fighting in general."

"Indeed. Guilds aren't just groups of people who fight, because at the end of the day, they're simply one thing: A family. And families help other people, it's only natural." Mira proclaimed. "And when you get a reward for helping, then it's even better!

Ben rose an eyebrow as he listened to the old man's and Mira's answering. "Well… I'd be satisfied with just helping people out—Not that I'm complaining about getting paid, mind you."

After finishing his drink, he thanked the two of them as he left the guild hall. Reaching outside, the Omnitrix wielder took a long breathe, enjoying the fresh air for a moment. Ben then activated the Omnitrix after that. Spinning the dial, he then pressed the core down, causing it to flash green.

A moment later, he was replaced with XLR8, who now had a green line running down his chest, and his Omnitrix dial green with a Fairy Tail emblem on his left shoulder.

"Let's go and check things back at home… Hopefully I'll be able hide out in that location. Otherwise Natsu and company will destroy it… As they do with pretty much everything." He grumbled.

Dashing off, the Kineceleran went off to the edge of town within record time. Stopping near the entrance of town, where the border of the city crossed itself with the world outside, XLR8 rolled over to a brick wall and tapped the Omnitrix dial. Reverting back to Ben, the boy pressed a brick in, opening up a path.

He then proceeded to walk down a dark hallway, reaching a seemingly dead end. Placing his palm on the wall, it glowed to some extent as green outlines appeared in a rectangular matter.

The wall began to open up, a layer opening up horizontally, and another vertically. Slipping into the entranceway, the walls then closed as a light turned on. Ben looked up, voicing a command as a small green sensor turned on.

 _"Voice recognition, Tennyson 12. Initiate procedure check and authorize access."_ He uttered.

Small green rays were made visible as they turned on, scanning the vicinity of the space. After a few more seconds, they turned off, a positive beep sounding off after.

 ** _"User Ben Tennyson recognized; proceeding."_**

The sound of an elevator was then heard as Ben's command was accepted. After a few more moments, it stopped with a slight shaking, the doors now opening up right as the motion ceased. Ben walked through as he then opened a door to another location

Now in the next chamber, he smiled a little as he took a look at its contents; which consisted of two rooms. To the left, one room contained all of Ben's things that he stored while living inside the Null Void for those two years.

The boy sighed with positive feeling as he walked up to a table, gazing at the technology and other questionable objects he had collected over the years.

"Still can't believe I managed to find this much stuff in the Null Void." He mused out loud. "This stuff is priceless… And speaking of which…"

Activating the Omnitrix again, he scrolled over until he found his alien, activating the core. In a flash, Ben was replaced with Brainstorm, the latter who snipped his pincers as he looked at his belongings.

"Now, it is impeccable that I resume this current work of mine. Shall we… As I phrase it, _Brainstorm_ some contemporary additions to the Omnitrix?" Brainstorm said in a British accent as he made a pun at his own name.

Taking off the Omnitrix dial from his brace, the Cerebrocrustacean placed it on a table. Pressing it gently, the faceplate then opened up, revealing a mass of circuitry within. The crab alien opened up its skull plates, revealing its large pink brain as yellow currents of electricity sparked out.

"It's still a wonder of technology that had come into my hands. Now, if I can rearrange this particle generator from this part of the deliberating processor, drag it here into that and…"

Aiming them to some tools nearby, he picked them up and started to bring them over onto the table. After doing so, he closed his skull, picking up one of the tools and beginning to delicately work on the innards of the green device, occasionally alternating to the other tools…

…

…

After some time had finally pass, Brainstorm placed down his tool as he sighed in relief. Walking over to another table, he picked up a core that looked like the one on the Omnitrix, as well as a wire. Bringing them over, he attached the Omnitrix's faceplate to the core. The Cerebrocrustacean then walked over to a terminal, inputting a few lengths of code as he looked back at the two objects.

"Finally… Now to simply copy over the schematics and finalize the product. Who says that Cerebrocrustaceans aren't as smart as Galvans?" Brainstorm grinned.

After pressing another key, a small beep was heard. The core and the faceplate began to glow, the terminal then voicing a message several seconds later.

 ** _"Data transfer; complete."_** The AI notified him. Brainstorm snipped his pincers again as his mouth curved upwards.

"Excellent. And now to return back to the Guild Hall." He said, now disconnecting the wire.

He placed the Omnitrix dial back on the brace, pressing it and reverting back to Ben. Picking up the core, the boy smirked as he placed it in a container, exiting a few moments later.

"…I feel like I can eat a horse. Huh, I guess that's now a literal thing for me." Ben thought out loud. "…Are Vulpimancers like horses?"

* * *

 **…**

As Ben was walking near the entrance, he noticed a figure coming out. Wearing a dark blue cloak and covering its arms and legs in bandages, the figure rearranged the blue bandanna and green mask that hid its face. Ben rose an eyebrow at the person's strange appearance as he passed by him. Glancing back at him as he ventured away from him, Ben tilted his head slightly, before shrugging his curiosity off shortly after.

Ben then arrived back at the entrance of the guild hall, his face exerting a curious look as he glanced around. It seemed like everyone just woke up from a bad nap.

"Uhh… What happened?" He asked, though no one seemed to be able to answer, besides some of the stronger mages.

"Ugh…" Jet moaned, yawning in annoyance. "Was **Mystogan** here again?"

"Seems like it…" Happy rubbed the sleep away from his eyes.

"Does he always have to put us to sleep when he comes over to get a request?" Levy pouted in a cute fashion, due to still being a bit sleepy.

"…Mystogan?" Ben rose an eyebrow. "Who's that?"

Lucy dazedly walked over to the bar, where Makarov was. He didn't appear to be as sleepy as the others, truth be told. "I've heard of him… But who is Mystogan?"

"He's… One of our S-Class Mages." Elfman slapped himself to get out from his trance. "He's one of the strongest in our guild."

"Really now?" Ben blinked in surprise.

"Yeah… But for some reason, he never wants anyone to see what he looks like, so he puts all to sleep with a spell." Gray groaned. "Man, I hate it when he does that..."

"Well, why doesn't he want anyone to see what he looks like?" Ben asked, Lucy nodding as well.

"Nobody knows..." Gray shrugged. He then glimpsed over at Makarov. "The Master is the only person here who's ever gotten a good look what he looks like."

 _"Is that so? Well, I've seen what he looks like before."_

The voice came from a muscular and tall blond man with grayish blue eyes and a lightning bolt-like scar on his right eye. He wore a black coat that had gray furring around it, along with a dark yellow shirt with leopard like spots. Wearing dark crimson pants, he wore a pair of bowless ear muff like headphones that had a single spike coming out from each end, a black wire connecting them to a small device inside his pocket.

Everyone looked up in surprise to the second floor, Ben as well. He's never seen this man before, assuming that he too was a member of Fairy Tail. Since he was up there, he must've been an S-Class Mage, just like Erza.

 **"Laxus!"** Natsu called out to him. Laxus bore a wide grin as he leaned on the railing over the balcony that looked over the first floor.

"Talk about a rarity." Macao admitted. "You're never here."

Ben gave Gray another look, to which he responded back. "This guy is another contender for the title of strongest in Fairy Tail."

Ben didn't exactly know what made a powerful wizard, having only been in this world for only a short time. Even then, the only wizards he had ever encountered were Hex and his nephew Charmcaster, however, their aptitude in Magic was completely different than what this world presented. Magic was more of an actual category of abilities here in Earth Land, as to compared to chanting spells in his world.

Laxus chuckled, though not in a friendly manner. It was full of arrogance, something that Ben quickly caught onto. He's had his fair share of those kinds of people as well, unfortunately.

"The guy's just careful about his appearance and regard for his own personal identity. You should all respect that!" Laxus grinned in a haughty fashion.

Natsu however grinned as he saw him. The Dragon Slayer quickly jumped onto a table as he looked up at Laxus while lighting his fists on fire. "It's showtime! Fight me, Laxus!"

"Dude, you got your butt whooped at least a few times within the past few days. Give it a rest..." Gray grumbled. "You've never beaten Laxus either."

Much to everyone's annoyance, Natsu just ignored them. Leaping from the first floor, he lit a fist with his flames as he aimed himself at Laxus.

 ** _"Fire Dragon's Ir—"_**

Before he could even finish announcing his attack however, Laxus simply grinned as he sent off a single punch to the Dragon Slayer's face from where he sat. He didn't even need to use any of his own magic to send him flying back to where Ben was.

The Dragon Slayer crashed into the wall right next to him, causing Ben to sigh, but not before giving Laxus his own fair glare. Turning towards the direction his friend flew from, his eyes widened slightly at the sight.

"That was a bit brutal, wasn't it?" He spat out.

"Oh? And here's our new little rookie!" The blond then glanced down at the Omnitrix wielder. "So, you're the brat who has causing a rattle among these parts, huh?"

Natsu rose from the ground, wiping his face as he pointed at the man who slammed him down. "Come on! Round two, Laxus!"

"Oh quiet, you dead brain. What makes you think you could beat me, if you couldn't beat the redhead?" He answered, pointing his thumb to Erza. "Not to mention that I've heard that you lost to this kid over here. It's damaging Fairy Tail's reputation even more so!"

Natsu flinched at his words, but Erza growled instead. Her face had an expression of slight rage towards the man that arrogantly sat above everyone else. The scarlet haired teen was just about to step up and give him a piece of her mind… Until being stopped however by Makarov, who blocked her with an arm.

Looking up at Laxus, Makarov spoke out. "That's enough, Laxus!"

The man merely gave off a snarky smirk as he got up from the table, but not before growling a little as he was walking pass Ben.

"Tch… I'm going on another job." He grunted, walking off with his hands in his pockets. "You suckers are a waste of my time."

Ben walked over to Natsu, helping him up. After doing so, he turned to everyone else, who still had expressions of annoyance, sadness, slight shock, as well many others. Erza and company however had faces of rage, the former looking like she could end someone's life to calm her anger.

Makarov simply sat at the bar counter as he closed his eyes. Not wanting to wait any longer, Ben finally spoke up to break this awkward tension that Laxus brought into the building.

"So… Who was that?" He asked with a bit of angst and curiosity, as well as a bit of worry. "That guy's also a member of Fairy Tail too, right?"

Erza sighed as her face went back to normal, the tension of the hall lowering as he asked his question. "That was Laxus, another S-Class Mage of our guild… As well as the grandson of Master Makarov."

Ben darted his eyes to Makarov as his expression went bug eyed slightly. Makarov then opened his eyes as he sighed slightly. "Wait… WHAT?!"

"Sheesh, that grandson of mine…" Makarov muttered as he took a big gulp of beer. "He didn't used to be like this…"

Ben then walked up and sat next to him, more curious than annoyed now. "Why does he act so arrogant for? It's like he bears a grudge towards you, Master."

Makarov turned over to Ben. "Well… It's because I excommunicated his father from the guild. He conducted actions using sensitive information, which would've threatened the entire state of the guild."

"His father? So… Your son?" He then asked, being a bit surprised.

"…Yes. Laxus' father, Ivan. However… Even though he is family, if anyone threatens to damage the guild or set it in danger, I shall place the safety of the family I have here first."

That didn't really answer Ben's question, but he did get a vague idea to what may have been the thing to trigger such actions. He only hoped that something could be done to explain the situation a bit better.

* * *

 **…**

As Makarov and Ben continued to converse, the subject of Laxus finally passed on, with the guild's atmosphere returning to its usual cheerful demeanor.

Later on, the two of them were still seen talking as Erza dragged Natsu and Gray by their collars, with Happy floating near them. The two glanced over to see the redhead with a…disturbing expression on her face.

"Master… I'm going to give these two another _"supplementary"_ lesson." She proclaimed.

Ben and Makarov put down their drinks next to each other as they turned around. The old man chuckled again as Ben gave the two of them a sympathizing look.

"Ho ho! Don't wreck them too much!" He laughed. "Though… I suppose that it's the only way for them to learn."

"…What did they do this time?" Ben looked back.

…There were flames. And ice. And lots of destruction. Ben didn't even need to say anything else. "…Never mind. It's just the usual antics... Sheesh, quit making me use Clockwork every time you guys get into fights! Time reversal tires me out!" He growled.

While he was scolding the two, Ben took hold of a drink on the table while not looking. Taking a large gulp of the one he took, Erza and everyone else then noticed that his face had begun to turn a little sour as he coughed a little bit.

Makarov looked over to the drink he took a sip from, spit taking as he identified it. "O-Oi! That's my beer!"

"The kid took on some alcohol? A bit early, if you ask me!" Cana yelled from afar as she chugged down a barrel like it was nothing.

"A kid shouldn't even be getting a whiff of that stuff, Cana!" Lucy retorted.

"Hey, I started when I was around a teen—"

"WE DON'T NEED TO KNOW THAT!" The blond growled before she could finish. "And I never asked for when you started!"

Mira and Makarov sweat dropped, before turning back to the brunet. They watched Ben dropped the cup that had Makarov's liquor and tumble over onto the floor, his face exerting a reddish tint.

 _"Everything feels so…light. Oh… I can see some Aerophibians flying around…"_ He murmured to himself as he dropped dead like a fly.

Erza dashed over to his side as she cradled him up. Looking at him with worry, she sighed in relief as she carried him up. "It's okay, he just fell asleep due to the alcohol…"

"So… He's the type that gets sleepy, huh?" Mira giggled.

While Erza was seemingly busy attending to Ben, Natsu and Gray attempted to sneak off from their punishment, though their hopes went crashing down as they sensed a death glare coming from behind them. Slowly turning around in fear, Erza glared at them with her infamous stare, making them huddle together as usual.

"You two..." She looked over to them with an empowering voice.

 _"Y-YES?!"_ The two of them squealed. _"ERZA-SAMA!"_

"Watch over Ben until he wakes up!" She ordered, the two shaking as they saluted. "Good!"

Erza then walked over to a nearby table, placing Ben down. She gestured the two with a sword in her hand all of sudden, the Dragon Slayer and Ice Mage nervously scrambling over in order to avoid further treatment from her.

"I'm going to buy some things for Ben when he wakes up, so please watch over him as well, Master." She said, Makarov nodding as she walked out of the guild hall.

"She's as scary as ever…" Lucy chuckled weakly.

Natsu and Gray finally separated from another as the redhead left the scene. They didn't dare try to defy her orders though, so they began to do what they were told. It was quite a thriller though, taking a look at Ben when wasn't all riled up with Fairy Tail's shenanigans.

"Even with all things said and done, he's still just a kid." Natsu smiled with a cheeky expression, with the duo looking down at his sleeping figure.

"Kid's sleeping without a care in the world." Elfman looked over. "It's hard to see that in the guild nowadays."

"Yeah. Reminds me of when we were younger. Natsu was still a dumb flame brain back then." Gray said as he chuckled.

Natsu's face twitched, his head colliding into Gray's. _"What was that, ice pants?!"_

 _"You heard me, lizard head!"_ Gray growled. _"You wanna go?!"_

The two began bickering again, which only served to make everyone else around them sigh in defeat. It didn't take them long however to get it over with, and even less for the two to go off to do something else; mainly to go look for another job. They _did_ begin arguing which job would be good to do, which made everyone sweat drop.

Happy glanced behind him and noticed Ben. His eyes then spotted an a certain device that laid on the stomach of the youth, making him grin impishly. Looking side to side, he began flying down to Ben slowly, landing next to him before crawling onto his belly.

"Alright, now to bring out my best friend…" He whispered, bringing his paws towards the device on the boy's wrist.

Pressing the two dial switches, the core popped up while emitting a small beep. He remembered how Ben used the device, his eyes flickering with anticipation as he began to turn the dial.

It was then however that Mira frowned and spotted Happy. He was playing around with the Omnitrix while Ben himself was napping away on the table while still drunk. Makarov then also noticed Happy's suspicious behavior as his eyes perked up and opened.

Standing behind Happy, Mira gave the cat a stern look. "Happy?"

"Are you doodling on his face? Erza's not going to like that." Makarov said, taking another sip from his cup.

Happy squeaked in surprise, causing him to fall over and spin the dial rapidly for a second. Landing on the core, another flash of green surrounded Ben as Happy shielded his eyes. The flash brought the attention of Natsu and Gray as well as a few others as they walked up.

Replacing the sleeping Ben was a large humanoid tiger that was around eight feet tall and had pointed eyebrows. His body was orange, with his jaw, legs, and his chest having white fur. Black stripes were seen on his shoulders, head, legs, and upper body.

From each of his wrists came out a giant black claw, which seemed to be retractable. He wore the Omnitrix on his chest, with the Fairy Tail emblem on his left shoulder. Strangely enough however, this form didn't appear to have a uniform.

Happy jumped back in surprise, before squealing at its appearance.

"A big cat? That's even better than Aerofel!" He exclaimed. "How wild!"

The others tried to shush him however, but they were unable to keep the feline alien asleep. His eyes began to twitch open, and as they did, he sat up while having a groggy expression due to still lightly drunk.

Hiccupping once, the feline alien looked around, and then hardened his expression, now displaying a sudden explosive case of anger. Everyone could tell though that Ben was still a bit red in the face however.

 _"Gaaahh… Who's the big jerk that woke **Rath** up?!"_ The humanoid tiger growled, glaring around at everyone.

Natsu then walked up, looking at Rath with a cautious look. "Uh… Ben? You doing alright? You still seem a bit drunk."

Rath however growled in response as his sharp eyes turned to Natsu, which instantly made him freeze up. It was like looking at a feline version of Erza's glare. Gray shivered as well, with others around him following suit as Happy hovered a bit behind near Lucy.

 _"WAS IT YOU?!"_ Rath shouted out, lunging at Natsu.

Rath grabbed him and landed a few feet forward, now holding the Dragon Slayer up by his collar with two hands.

 **"LET ME TELL YA SOMETHING NATSU DRAGNEEL, SON OF IGNEEL AND FIRE DRAGON SLAYER OF FAIRY TAIL! NOBODY WAKES RATH UP FROM A NAP, WITHOUT GETTING A MAJOR BUTT KICKING!"**

"H-Huh?" Natsu blinked, before his eyes widened in fear.

The tiger alien yelled as he threw Natsu across the hall, causing him to crash into a nearby table. Lucy and Levy lunged and cowered behind a counter, their heads slightly looking over. Happy himself cringed at the damage as he flew over to Makarov.

"What happened to Ben? It's like his entire character changed!" Lucy yelled out.

Levy narrowed her eyes as she looked at Rath. "It seems that some of his aliens actually change his personality. I must take note of this…"

Lucy sweat dropped as she watched her literary friend take out a notepad, jotting down notes of this transformation in tow. Natsu in the meanwhile barged out of the wreckage, now grinning at the large cat alien. He guessed he actually was getting that second round after all.

"Finally, some action!" The teen yelled, lighting his fists on fire. "It's time for round two, Ben!"

Rath pointed Natsu and glared at him. _"You wanna have a round two with Rath?! Fine! But you just bit off an eye that's bigger than your stomach can chew!"_

Gray deadpanned as he face palmed. "That doesn't even make sense!"

 _"I KNOW!"_ Rath yelled, before charging at Natsu. The entire guild expressed a face of grieving, knowing Natsu was going to get hurt in at least one way.

Natsu charged forward as Rath swung a fist at him, the teen dodging and delivering a powerful punch right into Rath's cheek. Landing on his feet, he looked up at the tiger alien to see the damage. However, his face showed shock instead as it revealed to had done practically nothing to Rath except annoy him even more.

Rath turned his face back to Natsu, growling. "Is that all you've got?! Rath's been hit by a _cliff_ harder than that!"

"That still doesn't make sense, you dolt!" Gray yelled from afar.

Natsu backed up, shrieking in terror in response to the gaze of Rath. The orange alien proceeded to charge at Natsu, turning him around and pushing him forward. He then grinned as he leaped off his feet.

 ** _"SIRIUS BUTTKICKING!"_** He yelled, roundhouse kicking Natsu in the rear, causing the teen to yell hilariously as he was sent flying a few feet, landing on his face.

Rath then ran up again, lifting him up again as he proceeded to leap high into the air. **"AERIAL OPHIUCHUS SUPLEX!"**

Bridging and performing a German Suplex, he buried the top half of Natsu's body into the ground after finishing the move. The Dragon Slayer squirmed his lowered body as he hopelessly tried to get out, though everyone had to admit the sight looked a bit comical to say the least.

 _"Mmmmrrgh…!"_ He yelled, his voice muffled by the ground.

Gray then walked up as he took off his shirt, revealing his Fairy Tail Emblem on his right pectoral. He didn't want to get involved with this, but at this rate, Rath was going to do more damage than all of their mischiefs combined.

"Alright Ben, that's enough. We don't want to cause any more damage to the guild, rig—"

 **"AND LET ME TELL YA SOMETHIN' GRAY FULLBUSTER, PUPIL OF UR AND ICE MAGE OF FAIRY TAIL! RATH CAN CRASH ALL DAY, SO COME ON!"** He yelled with a grin.

Gray backed up slightly, frowning at his words. "Hey, how does he know about my master?"

Makarov averted his eyes as he whistled, causing Gray's face to twitch. Now turning back to Rath and grinning with annoyance, he rocked his hands back as his eye twitched, cold air forming around them.

"Alright then Ben, I'll play with you for a bit… Until you forget about that little thing you said!" Gray snarled, thrusting his arms out. A blue magic circle spawned as he did so.

 ** _"Ice Make: Lances!"_** He casted.

Opening his palms, several ice lances erupted and launched out of his hands, stretching and curving like vines. Rath grinned as he ran to meet them, extending his wrist claws as they came near. Slicing them apart as he ran, Gray grunted in annoyance as he prepared his next spell.

"Wrist claws? So cool!" Happy uttered.

"Now's not the time to be admiring stuff, you dumb furball!" Lucy snapped. "But just look at how effortlessly he sliced through those things!"

"And those lances were reinforced by Magic as well, so it's quite phenomenal to see them being destroyed so easily!" Levy noted. "Rath is probably a lot stronger than his other forms, at least physically."

"Fine then, how about this?!" He yelled, skipping back. **_"Ice Make: Shield!"_**

Gray then proceeded to slam his palms on the ground and conjure up a gigantic hexagonal shield made of ice when Rath began to lunge forward. Much to his horror however, Rath merely rocked his right arm back while grinning.

Swinging it forward, he broke through the shield effortlessly, with Rath landing in front of Gray, whose expression turned to hopelessness.

"Aw, crapbaskets…" Gray muttered. Rath grinned as he lunged his arms out.

The tiger alien then proceeded to grab Gray, tossing him high into the air. Rath followed up with a large leap of his own. He grabs him again and turns the Ice Mage upside down, wrapping his body with all four of his limbs.

 **"POLARIS…!"** Rath started.

Now beginning to drop the dark-haired teen back to the ground, Gray began to scream like a little girl, his eyes bawling out comedic tears. Rath then pulled his weight down, slamming Gray head-first into the wooden floor in the same fashion as Natsu, who was still struggling to get out.

 **"PILE DRIVER!"** He finished. Taking his hold off of Gray, everyone winced as it was Rath revealed the Ice Mage's body to also be half buried into the ground. Standing up, Rath growled.

 **"Now lemme tell ya somethin' Natsu Dragneel and Gray Fullbuster… BEFORE YOU MESS WITH RATH, MAKE SURE YOUR GUT CAN BACK UP YOUR SMALL TALK!"**

The rest of the guild went silent for the duration of the fight. After it ended though, they all erupted in laughter. Even Lucy and Mira laughed like maniacs. Levy constantly snickered as she was taking notes of all of Rath's moves. Makarov rolled off the counter, laughing as he held his stomach in gleeful agony.

* * *

 **…**

As the chuckling continued, Erza finally returned, holding a small bag of medicine and other miscellaneous goods. Raising an eyebrow, she looked around to see what all of the commotion was about. Wondering why everyone was laughing so much, it was then that she noticed the wreckage that Rath and company had created, which only proved to darken her expression.

"NATSU…! GRAY…!" She murmured, causing the two to squirm their bodies from inside the floor.

She then looked at them, her expression how displaying confusion. She turned to Makarov, asking what happened. "Master? What in the world had happened when I was gone?

"O-Oh E-Erza! Happy was messing with Ben's watch when Mira and I called him out. The boy then turned into that large cat and wreck the crud out of Natsu and Gray! OH, YOU SHOULDA SEEN IT!" He explained, laughing again as he began to slap the ground.

Erza looked back, now looking at Rath. The Appoplexian roared as he brought his arms up, making her eyes turn into dots for a moment. The redhead sweat dropped as she summoned a sword. She had never seen this form, and because Ben was still drunk, he could still be a dangerous entity to be near.

"B-Ben? Do you recognize me?" She asked hesitantly as she let down her bag next to Makarov.

Sniffing the air, Rath turns to see Erza in his sight. He grins savagely as his wrist claws extend outwards. _"Rath wants to keep playing!"_

"Uh-oh…" Droy gulps. "Erza's gonna fight Ben?"

"Hey, this'll be fun to watch!" Happy grins. "The battle of the decade!"

"Not really…" Lucy rolls her eyes. "I'm more worried about the damage those two will do."

Rath hiccupped as he began to wobble around. _"A-And Rath wants to tell ya somethin' Erza Scarlet, Fairy Tail's Titania! Rath's gonna keep playing, until everything is all gone! Rath's gonna tear a new one in everybody!"_

"Even his brutish way of speaking is slurred when talking…" Lucy chuckled weakly.

As Rath growled, Erza eyed this transformation. She had never seen this form before, but apart from that, it appeared to be immensely powerful in a melee sense. She arched a brow, wondering what its capabilities were actually like. Unfortunately, Erza got her answer when Rath's eyes glowed, his body charging at Erza as he began to rush at her on all fours, lunging at her with a full-body tackle.

The S-Class Titania was quick to leap back to avoid the attack, letting the him destroy one of the counters that were near the bar. Everyone was shocked as Levy and Lucy were almost skewered by Rath's claws. His power was comparable to Erza fighting seriously against a foe.

When Erza's feet touched the ground, she quickly looked back to see Rath charging at her again.

 ** _"Requip!"_** Suddenly, her figure was wrapped around in a yellow light.

As it dissipated, Erza was seen wearing a new set of armor. Almost every part of this armor is seemingly made of silver metal. The upper part of this armor consisted of a small, revealing breastplate that extends along her hips, composed of feather-shaped plates pointing upwards with a large metal flower on the front, leaving the tops of her breasts exposed, as well as her stomach. Her biceps were covered by metal straps and her very large plated gauntlets sport feather-shaped plates at the edges.

Her waist was encircled by large, decorated plates reminiscent of feathers that lied on a long skirt. She wore a pair of plated boots which is partially hidden under her skirt, each sporting metal ornaments shaped like wings. She also wears a neck guard made of feather-like plates and a tiara with prominent metal wings. The armor also sported two pairs of large metal wings which adorned Erza's back, composed of metal feathers which got longer and larger at the edges.

 ** _"Heaven's Wheel!"_** She yells as she reveals her armor.

"Oooooh..." Rath grinned, eyeing Erza. "Rath wants to chase the metal birdy!"

Erza narrowed her eyes. "I'm glad you're excited, but I need you to calm down, Ben!"

She held her two blades out in front of her body, pointing them straight at the orange alien. All of a sudden, a red magic circle appeared, causing several more swords to appear at her side as she hovered in the air.

 _"Dance, my blades!"_ She casted as she swiped her blades out. **_"Circle Sword!"_**

The swords that she spawned then began spinning rapidly around their user. A second later, Erza grunts as she sends them flying towards her opponent in a disc formation. Rath dodged to the left just in time before the disk of blades sliced apart the space where he had been standing. As he continued to run off Erza aimed her blades and summoned waves of swords, firing more volleys of Circle Swords at her adversary. The tiger alien was having a blast as he then caught one of the disks with his bare hands.

"What?!" The redhead's eyes widened slightly.

Rath began to chuckle as he threw it back at her, forcing the bladed woman to deflect it away as he started to go on the offense. While she still hovered in the air, Rath propelled himself toward her with his fist reared back. With her trained reflexes however, Erza ducked the attack to let Rath crash into a nearby table.

When Rath recovered, he was soberly surprised that Erza had dodged him once again. He then clenched his fists and charged forward in annoyance, running on all fours again. Erza held out her swords out and fired off towards Rath. The two clashed with their respectively weapons, until Rath pushed her back.

"Hehehe!" He chuckled. "Let's keep going!"

"This can't be good…" Erza muttered to herself.

Rath then proceeded to leap high into the air, descending towards the redhead a moment later, his fist once again tilted back. Before he could land, Erza unconsciously hopped back just as he slammed his wrist claw into the guild hall's flooring, causing a small shockwave to scatter out and knock down a bunch of nearby members nearby.

Rath then ran at her again and threw a right jab and then a left hook at Erza, both movements that were obviously starting to get disorientated by Rath's drunkenness.

Erza dodged each blow flawlessly, and when his guard was down, counterattacked by hopping off into the air to give him a kick to the chest. She was able to add a little more force to her attack due to her metallic wings propelling her forward.

Rath growled as he slid back, before using his claws to slow his momentum. He glared at Erza, who then leapt back in the air and hovered there. Two red magic circle appeared before for blades as she swiped them back. His opponent then cried out as she swiped the circles to create an energy projectile in the formation of a Delta symbol.

 ** _"Trinity Sword!"_** As she casted it that, her attack blasted forth at a speed that Rath wasn't able to react to, striking his entire body at point blank. As a result, from her bladed assault, the ground shook while a cloud of dust and rock was thrown up.

"Ooof... That was harsh." Wakaba said. He turned to Macao with a smug expression. "You think he survived that?"

Macao shrugged at the smoking wizard. "We'll have to wait until the dust settles and see for ourselves."

Erza looked into the dust cloud, searching for any sign of Rath; however, the dust-choked air was obscuring her line of sight. She was sure that she got a direct hit on the tiger alien, but even then… She had this feeling of uneasiness.

Without warning suddenly, Rath leaped out from the cloud of smoke and toward the redheaded mage, slugging her in the chest.

 ** _"Cosmic Clothesline!"_** The Appoplexian yelled.

Erza flew into the air until she bounced off of the pillars that supported the guild hall. Growling, she shook off the pain and flew back as her body flashed once again.

 ** _"Requip!"_** She yelled.

As the light dissipated, another armor came into existence, sporting an onyx black coloration with some silver trimming. A distinctive feature of the armor was its pair of wings, which were reminiscent of those of a Dragon or a bat. Around Erza's neck was a neck guard decorated by several gems, and, while wearing this armor, her long scarlet hair was tied up in a high ponytail, with two bangs framing her face. Her large shoulder pads, each composed of two silver-edged plates one over the other, sported silver crosses on them too, and flanked the high collar, whose shape was reminiscent of that of a dress.

A silver-edged breastplate revealed a fair amount of Erza's cleavage and belly, with plates flanking her hips and reaching down to her very large waist guard, which was composed of very long, silver-edged plates shaped like feathers and decorated by silver crosses. The waist guard left the front of Erza's body exposed, with her groin being covered by a dark indumentum. A pair of slim gauntlets came equipped with prominent protection for her hands, each sporting silver patterns. The plates guarding her legs were sliver-edged on her thighs and knees, but pitch-black dark on her metal greaves.

 ** _"Black Wing!"_** She announced.

She leapt into the air and flew at Ben with her silver and purple blade in hand. This time however as Rath tried to fight back, Erza managed to deflect them with her sword, with Rath noticing that each of her sword strikes slowly increased in power as their little confrontation went on. The Omnitrix bearer ceased his attack and went to switch to a direct approach.

Picking up pieces of debris around himself, Rath began to hurl them at the black figure in the air. Tables, chairs, cups, anything seemed to be a weapon to Rath as he continued to throw whatever he could at her. Erza however wouldn't go down without a fight, and she proceeded to counter each of the items thrown at her, either by dodging, or smashing them out of her way.

However, while she was busy counteracting the smaller objects currently in her way, while Cana smirked at the sight, it was then that Rath went over and took her giant barrel of alcohol out of her hands.

"Wha—HEY!" The brunette barked. "Give that back!"

Much to her dismay, and Erza's, Rath merely grinned as he cocked his arms back, flinging the giant barrel right at Erza. This object was significantly larger than the stuff she was currently slicing up, which was in itself quite sad. Despite the size of the barrel however, she kicked it away with her right foot. She then shot her body around the guild hall, building speed until she went straight down toward Rath. The scarlet haired wizard held out her sword and slashed twice in a cross pattern.

 ** _"Moon Flash!"_** As she yelled that, a powerful silver-colored wave fired from her blade and smashed itself into Rath face first. Exploding as it collided into him, the attack ended up throwing up a dust cloud in the process.

"Yowch…" Lucy winced. "Is he down?"

"Another full-frontal attack… Rath really is resilient." Levy noted.

Erza hovered above the cloud, her sword at the ready as her eyes were on an alert for any possible movement. From within the dust-choked air, a loud roar was heard as Rath swiped away the remaining dust away. He glares at Erza as he starts to growl, pointing at her as if trying to accuse her of something.

 _"Let me tell you somethin' Erza Scarlet! Rath doesn't like it when you smash his face in with an energy blast!"_ He barked. _"But Rath does like the power behind them!"_

"Nothing?!" Erza was shocked to see Rath. He was basically still unscathed, with no visible damage showing on his body. In fact, this was probably only proving to excite him even more.

"What, does his rash behavior make up for ability to survive through pretty much everything?" Macao sighed. "At this rate, they're gonna wreck the entire guild!"

"Y-Yeah! Master, you gotta stop this!" Lucy turned to the old man, who was simply chuckling.

"Actually… I want to see how Erza fairs. She's never faced a foe that who can switch battle tactics and forms like herself before." Makarov explained.

"I see what you're trying to say… But Ben's only been using one form so far… And he's drunk." Levy chuckled weakly.

"Aye, sir…" Happy nodded, which only made Makarov fall over in response to their ridiculing.

"It's time for round two, Erza Scarlet!" Rath yelled as he extended his wrist claws. "Come on!"

Erza sighed. "If I can't beat him with brute force… Then I'll do so with speed!"

As she landed, she activated her Magic again. **_"Requip!"_**

A second later, everyone eyed the suit that she was now wearing. Even Lucy hadn't seen this one before.

Featuring very few armored parts, this armor was more like a fancy attire bearing reminiscence to a cheetah. Its breastplate took on the form of a very revealing, armored cheetah-patterned top, with some bare armor protruding from the upper part of it, exposing Erza's stomach. Compared to her other armored sets, there was no waist guard, with the armor instead sporting a pair of revealing black shorts, with a belt holding a cloth hanging over Erza's left leg attached to them. Her arms were covered by dark armbands reaching up just below Erza's shoulders, with Erza's left arm being protected by cheetah-patterned armor, consisting of a single pauldron and a wide arm guard.

Her legs were covered in similar stockings reaching up to her thighs, with armored, asymmetric boots over them, and like her upper set, her left leg was the more armored one, with the boot reaching up to the knee, which is protected by a cheetah-patterned knee guard; the right leg, on the other hand, is covered by a boot only reaching up to part of Erza's calf.

The outfit was completed by a large collar around Erza's neck and by a tail hanging from the back of her shorts, both made of bushy fur, plus a pair of large cheetah's ears adorning both sides of Erza's head. Another to note however is that she wore a similar pair of black gauntlets on her arms.

"What kind of armor is that? It looks more a like a cheeky suit if you ask me." Lucy eyed the outfit.

"That's Erza's Flight Armor. It increases her agility and the speed of her actions to levels beyond normal capacity!" Happy explained with a paw up.

"I think she's planning to deal with Rath's durability and strength with speed." Levy assumed. "And plus, she's wearing the gauntlets from her Black Wing set as well to compensate for her own lack of attack power."

As Erza's transformation finishes, she gestures to Rath. The tiger alien takes this as a taunt obviously, and grins as he charges forward. He tries to go at her face with a right hook, but she darts forward, lifts his arm up as she dodges, then punches him in the stomach. Rath coughs for a second as he stumbles forward as he is thrown into a nearby table.

As he recovers, he rubs his head while growling. As he turns around however, suddenly, Erza barrels straight into him, crashing through a couple more counters before flinging him into a pile of storage barrels, sending them scattering across the floor.

"H-Hey! Keep the guild clean, you two!" Mira called out.

"Kind of hard to, Mira!" Erza barked.

It took a moment, but Rath got up no worse for wear, with Erza only proving to make him angry. As he staggers to his feet, Erza heaps several barrels up into the air and kicks them at him. One smashes itself into Rath's face, and as his attention was brought back, he quickly ducks down and lets the remaining barrels hit Droy and Jet before getting up to tackle Erza. However, his move misses, and Erza rolls to her side to avoid the blow. As he begins to stumble, Erza uses her armor's enchantment to boost over to Rath's back. She then grabs his head and pushes it forward, before knocking him away with a barrage of punches and kicks.

"Go down, Ben!" She growls. "How long does it take for a child to get over a period of drunkenness?!"

Before anyone could answer, Lucy and Levy gasp as Rath quickly gets up. Erza quickly summons a pair of knifes into her hands, but Rath knocks them away and begins pounding on her with some powerful punches before knocking her to the air, holding his right arm up as he jumped and rammed it across her neck.

 ** _"Betelgeuse Lariat!"_** He roared as he then sent Erza crashing down into the counter next to Mira and Makarov.

Erza grunted each time her body bounced off the ground. When she came to a stop, she rubbed her neck as she climbed to her feet, shooting Ben a scary glare. Rath, however, smirked at her cockily and gave her a taunting gesture.

"Alright, Benjamin… Now you're making me mad…" She grumbled.

Growling, Erza disconnected her blades and sent them back to her pocket dimension. She then shot forward like a bullet and rammed her fist into his gut. When she collided with Rath, a loud bam and a small shockwave was the result as the orange alien nearly hurled.

To the shock and awe of everyone watching, they saw that Rath actually was injured by that, and that he and Erza were now fighting hand-to-hand with such speed and intensity that even Natsu would be scared by. In the middle of the fight, the tiger alien and Titania were trying to hit, kick, and slug at one another, but each of their attacks was blocked and parried by blows of equal speed.

This scuffle continued for a little bit, Erza threw a right hook, which was blocked by Rath's arm. She spotted an opening as he tried to counter her and kneed the feline alien in the gut, making him hunch over. She then jumped in the air, did a front flip, and then performed an axe-kick on Rath's head.

Ironically, Rath's face was kicked down so hard that his head was smashed into the flooring of the guild hall, just like Natsu and Gray. Unlike them however, he was able to recover as he used his arms to lift himself out. He brought up his head and glared at his opponent landed. He then recovered and shot forward, picked Erza up and threw her into the ground so hard that she created a small crater that stretched for a dozen meters in every direction.

"Sheesh! Erza's getting too much into this…" Lucy cried out. "And here I thought she wasn't the type to destroy the guild…"

"Aye…" Happy agreed.

"At least this is turning to something very manly!" Elfman grinned. "Though… It might be a bit _too_ manly at this rate."

"Ya think?" The blonde retorted.

Erza groaned as she laid on the guild hall's flooring. She was hurting all around, pain was flowing through her like she was being pierced by needles. As she sat up from the trench, she growled lowly. Erza's body was now covered in dirt, cuts, and bruises while her Flight Armor was ragged.

She was surprised that Rath was _still_ drunk, as evidenced by that reddened face of his. She looked up to see him diving toward her with his arms raised up. Despite feeling pain everywhere, she rolled out of the way just as Rath slammed his cupped fists into the trench he made, making the ground tremble for a moment.

"Hey!" Rath growled.

"Alright, that's about enough…" Erza sighed, before standing up straight. "This'll be the final blow!"

That began to go into Rath's ears, making him grin immensely as his claws ruptured out. As her body flashed once more, everyone covered their eyes as Erza brought out one final armor set.

This armor featured a rather barbaric appearance and was adorned with numerous fur trimmings around the armor's joints. The armor was complemented with blue ornamental stripes over each piece of gear and golden animal-like ears with a blue stripe across each ear on Erza's head. The breastplate featured a medallion similar in shape to a four-leaf clover over the armor's collar and displayed a blue ornamented cross over her abdomen area.

The pauldrons in this set of armor were massive in size and featured a unique design where the shouldered-sections pointed upwards. The edges were decorated with the blue ornamental stripes, and the armor's sleeves were lined with fur. The armor's skirt was composed of intricately designed golden plates that donned a fur-lined edge around the skirt and covered the upper part of Erza's thighs. The skirt itself embellished with a brown leather belt that grasped the skirt around her hips. The armor indistinguishably featured two different gauntlets on both arms. The left gauntlet covered her forearm and had a fur lining around the wrist, whereas the right gauntlet, was noticeably larger and rounder as it extended down to her hand. A distinction to the right gauntlet was that it featured a round red gem over the wrist-section of the gauntlet, as well as a pair of red exhausts resembling ribbons.

 ** _"Giant Armor!"_** She roared.

"Erza's using that set? She's planning to deal a single, deciding hit then." Makarov narrowed his eyes.

"Isn't that the same armor she used back on Galuna Island?" Lucy noted.

"Yep. It increases her strength by a crazy amount! I wonder if she's just going to use brute force to get through Rath?" Happy snickered.

With the stomping on her foot, Erza yells at Rath. _"COME!"_

Rath grins as he cracks his knuckles and rushes Erza. The redhead begins to counter as she took a stance and began to cock her right fist back. Everyone could see that her fist was now starting to accumulate Magic Power as Rath drew closer. By the time Rath was in front of her face, Erza's gauntlet finished powering up, spewing out a flurry of flames that aided her as their two fists clashed.

Rath seemed to had an advantage at first as the force from their blows began to scatter apart in the form of waves of Magic Power, however, as it went on, Rath started to notice that he was being pushed back. He growls loudly, as did Erza as she then fully released the Magic Power she built up, causing her right gauntlet to release a powerful rocket-like blast.

 ** _"De-Malevo… Strike!"_** She roared, pushing past Rath. Forcing his fist out from the competition, the alien's eyes widened massively as his face was met with her golden gauntlet.

Rath began to cry out as he tried to push against the fist, but was utterly pushed away and launched like a bullet. Erza growled loudly as he was knocked all the way back across the guild hall by her attack. He crashed through a bunch of the guild hall's pillar, even until he was sent nearly crashing out through the guild hall itself, landing in a pile of rubble as he nearly cracked the building's walls.

Panting heavily from her use of Magic Power, Erza reverts back to her casual clothing as she looks afar. She and everyone else could see Rath moaning in discomfort as he laid on the floor…and luckily, only for a bit. The Omnitrix dial finally began to flicker red, and a short while later, a flash of ruby red light flickered and blinded everyone. Ben was seen laying on the floor, and his drunkenness was starting to finally disappear as well…

Though unfortunately, he was bruised up all over the place. It probably wasn't as noticeable as compared to when he was Rath.

With the confirmation of Ben's unconsciousness, Erza sighs as she leans on the bar counter. She gives Makarov a tired look as she sits down.

"…Let's never get him to be Rath again." She decided.

"…A-Aye, sir…" Happy quirked.

* * *

 **…**

Despite the hectic destruction that was a result from yesterday's battle, the guild dubbed it _"The Con of Rath"_ in a comedic way, taking pictures of a grounded Natsu and Gray.

Ben was told of what he did yesterday, causing him to glare back at Happy, who cowered over by Natsu, who also did the same, only slightly as much though. Gray sweat dropped when Ben gave off his glare, not wanting to stir up any more trouble in the long run. From the Changeling to merely being the presence of Erza and the guild itself, Ben had practically established himself as an enforcer of the guild.

 _'It's a mini Erza now…_ ' They thought in unison.

Ben's glare was unknowingly enhanced by the influence of Erza, in which Ben learned unconsciously to glare harder and fiercer at his foes. Partially due to her glaring so much when she was in his body… But perhaps his facial expressions were hardened by spending so much time in the Null Void.

Zooming to the guild hall, Natsu's Team and Ben were preparing to go on another job together, as reluctant as some of the team seemed to be. Ben had repaired the damage he and Erza had caused to the guild using Clockwork, making any scene of their fight non-existent. However, that's not to say that Ben didn't feel the after effects of the fight. Both he and Erza, as well as Natsu and Gray, were quite beaten up from yesterday's brawl.

The team waved off the Guild as Makarov wished them goodbye and good luck. Along the way, Happy started to corner Ben with questions relating to Rath, to which Ben answered with a tint of annoyance. Rath himself was already bad enough when he wasn't drunk, as angry and loud was the emotions he had on default. Being drunk meant that he wouldn't hold back with his insults, honesty, and power.

After several minutes of walking, the team arrived by the usual station, causing Natsu to sweat profusely as he eyed a familiar method of transportation.

"Ugh… Do we have to take a train…?" Natsu groaned. "Can't we do something else or—"

Erza chuckled as she grasped his head and slammed his head into her breastplate, causing the teen to pass out. Ben, Lucy, and Gray all sweat dropped at the casual interaction between the two as they started to near their ride.

"Well, at least he won't have to worry about his motion sickness." Erza said as she pulled her cart. Ben and Lucy half-heartily laughed at the sight.

"I wonder if he has brain damage from all the head trauma he's taken over the years…" The Omnitrix wielder wondered.

The team then boarded the train, soon taking off into the morning plains. Little did they know that something big was going to start when they arrived back home however…

* * *

From the top row! Chapter 6 is now been re-edited!

Next up is fixing up the horrendous Phantom Lord Arc… Oh boy, that's gonna be fun. Look forward to it!

And as always, please tell me what you've thought of this redone chapter! I'll see you in the next remake and next official chapter!


	7. War Comes (Phantom Lord I)

**This Chapter has been re-edited as of January, 2019!**

Hello again! Welcome back to another chapter of this remaking phase of mine. We're finally getting to the worst ever Arc that I've ever wrote for this story…

But speaking of which, when I read over this part of The Null Fairy, I have to be honest… I cringed. Not just from the lack of words, but from the whole way of writing, the lack of details to areas, etc. So, I hope to alleviate this disappointing Arc with the re-edits I'll be making. I've noticed some of the few recent reviews talking about this… I'm getting there!

Anyways, the first chapter of this Arc will contain a plethora of things that are different from its original incarnation, so please, take a look! I think a little violence in our Omnitrix wielding brunet is in order, yes?

So, with all said and done, I'll leave you all to this chapter.

And of course, as always… I do not own anything related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading to you all!

* * *

 **Chapter 7:** _War Comes_ (Phantom Lord Arc Part I)

 **…**

A few days had conceded since the team had left for their job after the The Con of Rath Incident. Hilariously as it sounded, Ben was able to…get back to being tolerable in his behavior inspection for Natsu and Gray's antics. Happy wasn't far off from that list however, with him being the perpetrator for the whole thing actually.

Currently, the six had arrived back in Magnolia from their successful mission. Ben found this one to be quite enjoyable, enabling him to work out and exert more of a physical effort, primarily because the mission was a hunting one. And whether that be for criminals, a rare creature, or even something common, if he got to move and get rid of the memory in his mind away, it was fair game for him.

The team was walking down the street after returning off from the station. Erza was at the back of the group, smiling with her cart full of suitcases as usual. Ben once again thought to himself as to why the redhead bothered to carry so much stuff as he pulled it as Diamondhead. The people here were strange, he supposed.

As the team strolled down the street, nearby residents of the town stared at them and whispered to one another. They watched at them with what appeared to be sympathy of all things. Having people watching and reacting to his transformations was nothing new to Ben, but the Omnitrix wielder was getting the odd suspicion that it wasn't directed at just him.

"Is… Something going on around here?" Lucy asked first. "Everyone's staring at us…"

"I can understand them looking at me, but the townsfolk should be used to you guys already." Diamondhead looked around. "What's up with everyone?"

"It's not the good kind of looking, that's for sure." Happy commented. "I wonder why..."

"It seems to be out of…pity, or something else." Gray surmised. "But what would make them do so?"

"…I think we have we'll our answer soon enough." Erza then responded.

The group began walking through the city, occasionally hearing more whispers and gaining looks of sympathy from people. Erza and Ben looked around, now properly hearing them mention things such as _" _it"__ , which rose their curiosity as they continued to walk. After reaching the guild hall however, their curiosity was answered.

Natsu and Gray stared at Fairy Tail's Guild Hall in shock, their faces darkening with anger soon after. Lucy and Happy covered their mouths in shock as well. Erza and Ben were glaring as they examined the hall.

It was pummeled and torn apart by many large metal rods, creating a disaster of a Guild Hall. Even then, the poor building was still standing as a whole, though it still displaced a well-deserved rush of anger towards the people in front of it.

"What the hell…?!" Gray muttered.

"What happened here?!" Erza growled.

Lucy whimpered lightly, holding her hand over her mouth. "I don't understand… Who did this? And why?"

"Someone wrecked our guild…" Natsu gritted his teeth. "But who?!"

 ** _"…It was Phantom."_**

The team then turned, seeing Mira behind them. The poor girl looked like she was about to cry a river. Ben cocked a brow, as he was unfamiliar with the name.

"Phantom?" He asked. Natsu growled loudly as he cracked his knuckles.

"So, it was Phantom, huh?" He muttered.

"Those guys? You've gotta be kidding me…" Gray scratched his head as he looked back at the Hall.

"We couldn't do anything to stop them… They got us good." Mirajane sobbed a few tears.

Ben looked around in confusion, asking his question again. "So… Phantom? Is that a guild?"

Gray turned to Ben, nodding in response. "They're a rival guild. Phantom Lord is their name. We've never been on the best terms with those guys… But even then, they wouldn't dare try to stir up trouble like this."

* * *

 **…**

Later, the group progressed into the building and headed down a flight of stairs that led to the basement. The basement was usually used for storage, but since there were iron pillars everywhere, it was the only place in the Guild Hall unaffected by whatever messed up the top floor.

Mira then directed them to the lower floors. As they entered, members of the guild were chattering about the situation; how they never got along with Phantom, but something like this would have never happened between the two.

The rest of the Guild was present regardless however. Most of them were moping, some were in anger, some were even sad to the point of tears. Anyone could tell that their morale was very low. Ben could even see that some were depressed at this predicament.

Reaching the end of the room, Ben and others met up with Makarov, the latter who was completely drunk. Ben didn't dare try to get close to him, but stayed a modest distance close enough to engage in a conversation with the drunken Master.

"Welcome back, y'all! How was ya trip?" Makarov slurred, gulping down another batch of alcohol.

"It was…fine. Can't say the same for you though, Master." Ben admitted.

"I apologize for not returning here sooner." Erza apologized, bowing a little.

"But why the hell are you all just moping around down here for?!" Natsu demanded angrily. "We should go back and teach those guys a lesson!"

Makarov however ignored the tantrum of the Dragon Slayer, turning to Ben and Lucy. "How did it go, you two? Did ya behave like good kids?"

"Yeah… More or less." Lucy replied.

"Master, please…" Erza said firmly as she tried to get his attention back. "Do you not understand how important and devastating this situation is for all of us?"

"The Guild Hall is completely wrecked!" Natsu yelled harshly. "That's too important for anyone, Gramps!"

"There's no need to get all worried and angry." Makarov responded while sighing. "It's not like anyone died or got hurt."

"Huh?" Everyone then blinked.

"Those fools… It just shows how cowardly Phantom is. They went in and destroyed the place while no one was inside, during the night of all times. That's nothing to be praised for." Makarov scuffed.

"We were lucky that everyone was done for the night." Mira added.

"If they're not even going to bother facing us head on, we shouldn't even pay attention to them." Makarov asserted.

Natsu however growled as he slammed his fist into a wooden crate, destroying it and sending fragments of wood all over the place. Ben sighed as he backed up from the debris.

"We can't just let them wander around in our turf, let alone destroy the place and get off scoff free!" The pink haired Mage argued.

"Enough with this, Natsu." Makarov replied calmly. "We'll handle job requests down here until the guild hall is repaired."

"Repaired…" Ben whispered to himself. However, it was then that his stomach growled. The group looked at him, the boy sheepishly smiling as Mira's smile returned.

"I'll get you something." She offered, however Ben shook his head.

"Nah, it's good. Actually, I just got a good idea…" He replied, turning around to exit the basement. "If you'll excuse me for a second…"

The others looked at him in question, before turning back to Makarov. Natsu quickly got back into his argumentized mindset as he glares at the old man. "We shouldn't worry about—"

"Enough!" Makarov yelled as he looked like he was about to slap him. Unexpectedly however… The old man's hand instead slapped Lucy's rear.

"W-Why…?" Lucy gawked.

"Master! Hands to yourself, please!" Mira scolded.

Makarov then placed his hand back, snickering for a moment. He then jumped off the crate he was sitting on and walked across the room without a care in the world.

"Oi, Gramps! Where're heading off to?!" Natsu demanded to know.

"Keep your fire inside." Makarov retorted. "I need to go and take a leak!"

Natsu's eyes twitched in confusion as he sighed. He looks down on the floor as he growls. "Why...? Why is Gramps taking all of this for and not doing anything in return?"

Mira spoke up again. "It's not like he doesn't care. If anything, he's probably angrier than everyone, but conflict between Guilds are forbidden, so there's nothing he can actually do…"

"But we can't just stand here!" Natsu barked. "Phantom started this whole mess!"

Erza closed her eyes. "If that is what the Master requests, then we must follow it. There's nothing else for us to do."

* * *

 **…**

Later, Natsu and the rest of the Guild made it out of the basement to stand outside the ruined building. Standing out, the team began to hear loud chomping noises as a few people gathered at the guild hall. Looking up, their eyes widened as they looked up at a strange creature that was actually eating the metal like it was lunch.

Natsu then pointed at it. "Is… That who I think it is?"

Gray and Erza smirked, confirming his question.

"Yep, that's Ben." They said. Lucy used an arm to cover the sunlight as she looked up at the creature who was Ben.

This new alien took on the form of a black and grey humanoid beetle that had green eyes and a blue tongue. His jaw was large and grey, revealing teeth of various lengths. His arms, legs, back, and head had black armor, revealing grey skin underneath. A large grey horn was on top of his head with two forks at the top. Spikes poked out from his arms, back of his legs, knees, and sides of his head. On his torso he wore a grey and green uniform, with the Omnitrix dial located on his chest. The Fairy Tail emblem was located on his left shoulder.

Finishing up the last pole that made its way into the Guild Hall, Ben jumped down, landing hard on the ground as the floor tiles cracked. He tipped them off, pointing his arm at the guild while showing off his work. He seemed to be immensely satisfied at what he did.

Ben's horn then began to form a ball of green energy in the middle of the top of his horn, with it launching the energy up into the air in the form of a large green beam as he burped loudly. The team sweat dropped as it lasted for a few more seconds.

"What's up? I **Eatle** 'd the hall! Ha, get it? You know, _healed_ , Eatle? …Guys?" Eatle punned, causing the others to groan.

Gray then placed an arm on his hip. "You really have to work on your punning, Ben…"

Eatle shrugged sheepishly as reverted back to Ben. "Eh, it was worth a try."

Lucy then walked up, taking a look at the bare hall. "Ben, why didn't you use Clockwork to reverse time around the guild?"

Ben dusted off his clothes, looking back at Lucy. "Actually, I was going to, but the Master requested that I didn't when he walked out, said he wanted to remodel the hall actually."

"The Master said that?" Erza blinked in surprise.

"Yeah. So, I decided to help prepare for rebuilding by eating the excess metal that was left around. I also plan to help carry stuff later on as well." Ben then gestured back to the guild hall.

"Remodel huh?" Everyone then said in wonder…

…

…

After the sun had set, and nighttime had arrived, Lucy was seen walking down a street that ran across a canal that went through the city. She was pulling her suitcases behind her, thinking about the sudden events of actions that happened around her.

With her was a short and stout white creature with bland eyes and a golden horn-like nose reminiscent of a carrot, giving him a slight appearance of a snowman. His body was seen shaking nervously, though this didn't appear to be dangerous in any way. This was her faithful companion and Celestial Spirit, Plue.

The blonde mage was thinking about the damage done to the Guild by Phantom, and though the Master wanted to actually remodel the building itself, the sudden destruction was devastating to the minds of herself and her fellow guild members.

"This is all suddenly going to some wild direction, isn't it, Plue?" Lucy asked, turning to her companion.

"Puu-puun…!" The small spirit hummed, dancing around a little.

"I didn't know that Phantom Lord and Fairy Tail were on such poor terms." She noted. "Because it's funny… If I couldn't get into Fairy Tail, I was thinking of actually going there instead. But now… I definitely don't regret my decision.

"Puuuruun!" Plue smiled as he jumped into the air.

"Fairy Tail's like the family that I never had..." Lucy confessed as she stepped up to the entrance of her apartment. She took out her key, and began to nudge it into its keyhole.

As soon as she entered however, her eyes bulged open, and for good reason. Sitting at her table was Erza and Gray. Ben was seen merely looking around, jittering a little due to being in a girl's room. The two formers were sitting on one side, with Ben in between them. Natsu and Happy were on the floor, the latter was eating a fish of his own as Natsu rested on the carpet of her house.

Obviously, they were dressed very casually. Erza wore a white shirt that had frills going down the middle, along with a blue skirt. Gray sported a pair of black pants and a white buttoned up shirt, and Natsu and Ben were in their regular attires.

"This is a very nice place you have here, Lucy." Erza admitted.

"Yeah, and only for 70,000 Jewels too?" Gray added. Lucy took a moment to merely stare at her five friends, before going berserk.

 _"THEY ALL CAME INSIDE WITHOUT ASKING!"_ The blonde yelled comically as she then threw her at suitcase at Natsu, which Ben winced at as it landed dead center on his face. "Why are you all here?!"

"It's simple." Erza answered calmly, sipping a cup of tea "Since it hasn't been long since Phantom had attacked our Guild Hall, we're on the assumption that there may be members of their guild lurking around."

The Ice Mage gestured a hand as he added on. "They probably know where everyone lives… Well, everyone except for Ben. Where do you even live, kid?"

Ben sweat dropped. "That would be telling… And I preferred that you all don't go and barge into my own residence like what you're doing to Lucy's right now."

Gray rose an eyebrow, before turning back to Lucy. "Anyway, Mira said we'd be safer if we holed up together. Strength in numbers, right?"

Lucy gave his words a thought, before sighing in a dejecting matter. "That would make sense, I admit…"

"That's why everyone in Fairy Tail is having a slumber party tonight." Happy exclaimed. "Everyone around these parts are going up and boogying together!"

"That's not really the way I'd say it, Happy…" Ben sweat dropped.

"And besides, Lucy…You are a very attractive girl after all." Erza explained. "Who knows what might happen to you if you were stuck here in a room full of guys? I felt like I could only relax if I stayed here as well to keep things in order."

Ben looked at her in question as he pointed to himself. "Wait… Even me? Why am I included for?"

Erza patted his head as she shook her own in denial, giving him a blank smile of vagueness. "You'll know what I mean when you grow up."

"…Huh?" The Omnitrix wielder cocked a brow. "…I don't get it."

"This ain't the time to snooze around though!" Natsu inputted angrily. "Grr… I wanna get back at those creeps…"

"So… It was already decided that the guys would stay here?" Lucy queried.

"Only Natsu and Gray." Erza revised and answered her. "And I convinced Ben to come along, since I feel like Phantom might target him for being a child. After all, we should stick together. We're a team, are we not?"

"But why'd they have to come to _my_ place?" The blonde then asked. "Why not anywhere else…"

"…Hm? Oh!" Happy then eyed something, going through a basket of laundry. "You've got a lot of laundry to do even though you're a girl, Lucy."

"Hey, we've got a kid here! Don't go and show him my clothes!" Lucy shouted.

As Happy began to go through the blonde's clothes, Ben noticed that Plue picked up a pink lollipop off the ground and started licking it. This quickly caught Natsu's attention as he sniffed the air, making all of his anger disappear almost immediately.

"Hey!" Natsu yelled. "Plue, you found some grub to chow down on? Hey, save some for me, ya little white snowball!"

"P-Punnn-puuunnn…" Plue said, still licking at the candy. He seemed to be delighted at the taste of it.

"…Is that also a Celestial Spirit?" Ben wondered out loud.

"Hey, Erza, I found some panties! Take a look!" Happy suddenly announced, pulling a pair of underwear from Lucy's drawer. Ben blushed a little, before turning back.

Ben expected the redhead to reprehend the cat, but she instead took them and examined them a look of surprise, sweating a bit in disbelief. "L-Lucy… I have to admit, even I'm a little flustered by the fact that you have the courage to wear these…"

"H-Hey!" The blonde blushed. "A. KID. IS. HERE. Remember?!"

Amongst the new jittering, it was then that Plue climbed around Lucy's room, eventually locating a hidden sweets cache. He and Natsu looked at the box of goodies as they quickly opened up the box and began to devour its contents with joy.

Gray yawned, climbing onto Lucy's bed. "Hey, I'm goin' to try and get some rest, so can you all keep it down?"

"…Where did your clothes go?" Ben then pointed out, making the Ice Mage fluster about in a rhetorical fashion. "…I'm getting too used to this."

"You guys are taking the phrase _"Make yourselves at home"_ way too literally!" Lucy cried out.

"And I'm sorry for that…" Ben chuckled weakly as he patted her on the back.

"Well, at least I have _someone_ who sympathizes with me." The blonde smiled. However, it was then that Erza stood up, glancing around while her hands were on her hips.

"Yes… But we now have something to deal with, and it's a serious problem." She then said, looking at the two teenagers and Ben. "You boys' hygiene. I won't allow myself to sleep in a place that is full of sweat."

Natsu and Gray looked at her lazily. Ben himself understood her reasoning, as they didn't really have an opportunity to take a breather and relieve themselves. However, he didn't want to think about the idea of bathing with Natsu and Gray.

"I don't wanna…" Natsu groaned, gulping down a piece of chocolate.

"And I already got into the bed…" Gray said. "And it's so comfortable…"

"GET OUT, STRIPPER!" Lucy barked. "And stop eating my stuff, you pink haired lizard!"

Erza then picked the two of them up, which made Ben and Lucy flinch. The Omnitrix wielder blinked a few times as she began to carry them towards Lucy's bathroom. "E-Erza?"

She then gave them a laid-back look as she smiled. "Oh, come now boys. Must we take a bath together like we did when we were little?"

Ben and Lucy looked at her in shock as their faces slightly went red. To their disbelief, Natsu and Gray's faces also lit up.

"What the hell kind of relation do you three have?!" They retorted.

"A good one." Happy snickered.

* * *

 **…**

Around an hour or two later on, the girls had finished with their baths. Gray and Natsu reluctantly went together, and as much as they wanted nothing to do with each other in the bath, the redhead that lurked nearby forced them to cooperate.

However, it proved to be just as bad for Ben when Erza came out with just a pink towel covering her form, light reflecting off her wet body. Thankfully, in she Re-Quipped into a pink set of pajamas with purple crosses all over it when she started to sneeze a bit.

 _'Not having to actually put on clothes sounds like a good thing to be able to do.'_ He however admitted.

After everyone had finally began to relax, Natsu was seen sleeping with his head Lucy while Ben and the blonde mage herself sat around him. Gray in the meanwhile, was sitting at Lucy's desk while Erza took a seat at Lucy's bed in front of the table. They then finally started to discuss about the topic of the day.

"So… Anyone have an idea to why Phantom suddenly attacked us?" Lucy started off.

"It's hard to say, even if our history. We've had a few skirmishes with the likes with them in the past, but neither of us have ever done something on a scale of this amount of destruction." Erza replied. "But now…"

"Gramps shouldn't be so scared of those clowns! We could wipe them all out if we could." Natsu growled all of a sudden.

"…Awake, are we?" Ben chuckled sarcastically.

"You know Master Makarov isn't actually afraid of the likes of Phantom." Gray scolded lightly while reading off from the papers he was holding. "You're forgetting that he's one of the Ten Wizard Saints, so his position doesn't exactly allow him to do so."

"Yeah—Hey! Gimme those papers!" Lucy agreed, but as she looked over to where Gray sat, she suddenly started to blush in embarrassment. She gave him a pouty glare as she snatched them off from his hands.

"Hey, at least tell me about the next part." The Ice Mage tilted his head.

"No! I promised Levy-chan that she'd be the first to read this when it's completed!" The blonde argued. Erza unexpectedly held her hands out. "And neither for you, Erza!"

"Aaaaanyways…" Ben sighed. "You said something about Master Makarov being a Wizard Saint? What's that, Gray?"

"Oh…" Erza quickly out from her pouty expression as she turned back to Ben. "The title of Wizard Saint is an honorary placement as one of the ten most powerful wizards in the entire continent of Ishgar."

"Wait, really?" The Omnitrix wielder's eyes widened. "Then Master Makarov really isn't just a pervy old man then?"

"I… Wow…" Lucy was flabbergasted. "Wait… Does that mean Phantom's Master is also one?"

"…That's correct." Erza narrowed her eyes. _'The same as_ him _…'_

Ben noticed that look in the redhead's eyes, but before he could comment, Natsu growls a little as he slams his hands on the table. "But Gramps is afraid. He's afraid of the sheer number of members that Phantom Lord has!"

"C-Can you lower your voice, please?" Lucy asked politely.

"You're just denying the evidence, Natsu." Gray reprimanded harshly. "The consequences of us going to war with Phantom would be catastrophic."

"Are they really that strong?" the Celestial mage inquired. "Enough to make Master Makarov afraid?

Natsu grinned confidently. "Pfft… As if. We can take those chumps on."

Erza stood up from the bed. "That's at the absolute best. However, as we are right now, if both of our guilds were to wage a war against one another, they'd both be destroyed."

"Care to explain why?" Ben then requested.

"The first to know is that Phantom Lord's manpower is equivalent to our own." She started. "And Phantom's Master, Jose, is also one of the Ten Wizard Saints, which means he's on par with Master Makarov."

"And from I've heard, they also have an elite group of wizards similar to our S-Class, known as the Element Four." She further went on.

"Hey, that doesn't sound so bad." Natsu chuckled. "Just a couple dozen normal guys and four taller ants!"

"Yes… But the strongest out of all of them is an individual known by his alias of **Black Steel**. His name is _Gajeel, the Iron Dragon Slayer_. And judging by what destroyed the guild, it was his handiwork." She then said.

"Another Dragon Slayer? I figured that Natsu was the only one." Ben then said, interested at her statement.

"So… That means that guy eats iron? How does it taste, I wonder?" Lucy then inquired.

"Like a good dose of juicy meat, actually. At least, in my opinion." The brunet then answered. Lucy sweat dropped at his remark however. "…What?"

"…I wasn't asking for a literal answer." She then admitted.

* * *

 **…**

The next day… Was significantly worse than the previous.

As Ben and the others started to go and make their way to Fairy Tail's basement, A large commotion was heard as a large group of people gathered at Southgate Park. They approached the audience, which had some of Fairy Tail's members, as well as a large amount of Magnolia Town's citizens.

"…What's going on?" Gray wondered.

They didn't like the looks of everyone who was there, they all looked disturbed, horrified even. When they wandered through the crowd, it was then that Ben and the others witness what everyone was shocked about… And boy, did it surprise them…to the point of instantaneous shock and anger.

On the tree hanged Jet, Droy, and Levy by metal chains. They were all ragged up with bruises and cuts. Levy in particular had it worse. Along with a bit more bruises than the other two, her lower part of her dress was torn apart, exposing her midriff which had the symbol of Phantom Lord. Luckily, she was wearing spats underneath, but regardless…

"LEVY!" Lucy cried out in horror as her eyes widened. "Droy! And Jet!"

Natsu clenched his fists, his eyes burning with fury as his entire body was doused in flames. Ben also started to feel a bit ballistic as he gazed at the emblem of Phantom Lord that was on Levy's midriff. He gritted his teeth, growling a little.

 _"…So, they want to play like that, do they?"_ He muttered to himself with an ominous grin.

"Those pieces of shit…!" Gray cursed.

From behind the group of people came Makarov, in which everyone cleared a path for. Walking in with his cane, he wore a rather formal attire, which consisted of a white tunic and black pants, in which was all covered by a large white coat with white furring around the edges. The emblem of the Fairy Tail guild was located on the left collar of his tunic, and on the back of coat bared the symbol of the Ten Wizard Saints.

Makarov appeared calm…but that was just a ruse. As he looked upon the bruised figures of his members, suddenly, everyone felt a wave of Magic Power expanding out from his body in a fit of rage.

Erza spoke without changing without looking back to him. _"Master…"_

 _"They can destroy our guild hall, they can even come after me… But this…_ **I will not let this FLY!"** He yelled out, clenching and snapping his cane in two.

Lucy was startled by Makarov's sudden change of tone as she backed up. "W-Woah!"

Makarov's expression turned into one beyond furious as his body lit up in a golden aura.

 ** _"_** **If that is how they want to play it… THEN WE HAVE NO CHOICE, BUT TO GO TO WAR!"**

…

…

A few minutes later, the crowd had begun to scatter at Makarov's wishes. While everyone else had begun to prepare to go to war with the wretched guild that was Phantom, Lucy and Ben volunteered to stay behind to get Shadow Gear to safety and to them rigged up to a hospital.

It didn't take long, as Ben had transformed into XLR8 to deliver the three to Magnolia Hosptial Levy and her team in record time. The three laid in medical beds as Lucy and Ben sat next to the blue haired girl. They were all bandaged up, with Droy's leg being held up in a cast and the top part of his face covered up. Lucy looked outside the window as her expression turned to one of melancholy.

"This is just too much…" Ben said as he frowned with a glare. "How dare they…"

"Phantom Lord is heartless, how could they do something so cruel…?" She uttered out.

She then started to relay her first memory of meeting Levy and her team, who announced themselves to her with gleeful expressions _._ She noticed Lucy writing a novel, and proposed to ask her if she could be the first to read it. Initially shying away, she was encouraged by the words of the team, giving Levy a silly smile as she promised her.

Ben gritted his teeth. "When I get the chance… I'll make sure they pay. They'll know the fury of Fairy Tail…"

Lucy nodded again, a few tears streaming down her face. "Yeah… They'll pay for what they've done."

After taking a bit of time to stay by Shadow Gear's side, Lucy decided to go and get them some stuff for when they were to recover. Just some tidbits here and there, some get-well gifts with some fruits and other things in mind. Ben had complaints, even if her mindset was that of a person in slight mourning if anything, but she had the right intentions at least.

It didn't take long for the blonde to get what she wanted from the nearest grocery market. By the time they were finished, it was still around mid-morning, barely in time for sunset at the very most.

Lucy was seen smiling a little. Ben guessed that all the shopping made her mood improve, so he was grateful for that.

The two were walking down a street a couple of minutes later on, each of them carrying a bag containing groceries as Ben started off with a conversation.

"Sooo… Do you think that everyone has gone off to Oak Town yet?" Ben first asked as he glanced over in her direction.

Lucy sighed a little as she looked up. "Ugh… I can't believe everyone just went off like that. I mean… I get that the Master was furious, but to immediately round up everyone at once in an instant to go and raid Phantom's headquarters? That's just crazy!"

Ben nodded as he replied. "Yeah… But still, Levy and the others need to be taken care of, so I guess it's up to us then."

Lucy gave him a small smile, before the two looked up in the air. It seemed…darker all of a sudden, as well as wet. It was strange though, as today, there were no clouds to speak of in the air. So why was there…

"Rain?" Ben blinked in surprise. "Huh."

"And while the sun's still out?" Lucy added. "That's a bit strange."

 _"And that is understandable, young man."_ A voice suddenly called out.

The two's attention then focused back to the front of them as the footsteps of another person was heard, revealing a snow skinned woman with long blue hair that was curled at the base. Wearing a sapphire blue coat and a dark blue shawl with cream colored furring on the edges, a teru-teru bōzu was attached to the middle. Wearing a black belt around her waist, black stockings and black boots, she also wore a blue Russian Cossack hat.

She began walking towards the two, her eyes never losing their focus.

"Drip, drip, drop… **Juvia** is the rain woman, the rain is always with me. What kind of woman do you propose Juvia is?" Juvia questioned to them.

Ben and Lucy looked at her with comedic fear as she passed by, the blonde being the first to respond in a rhetorical matter, for better or for worst.

"O-Oh, it's nothing! J-Just thinking about you being a normal type of woman!" Lucy quirked, Ben rapidly nodding alongside her.

The blonde mage then turned around. "So… Uh, what's with all the drip dropping?"

Juvia however merely maintained her poker face as she unfolded a pink umbrella. "…It is a pleasure meeting with you."

"WELL TAKE THE RAIN WITH YA!" Lucy retorted.

Another voice responded behind the two as they turned around. It was a person who was formed from a liquid substance coming out of the ground, which only proved to make Ben and Lucy frown at his appearance.

" _Non! Non-non-non-non-non!"_ He suddenly called out.

As his body was completely formed together, he then molded into a slim man with green hair that pointed upwards. He wore a monocle on his right eye, with it being paired with a brown suit with a white shirt and a red tie. A short cape was donned to his shoulders as he bowed with a bizarre stance.

"Juvia, you mustn't shy away from the task at hand! We have the _cible_ right in front of our eyes!" He said in a French accent as Juvia turned around. "But… I suppose that we should confirm that ourselves!"

Sol then went to Juvia's side, adjusting his monocle as he eyed Lucy's figure. "Now, this mademoiselle… I believe she is our _cibre,_ no?"

"Yes." Juvia responded. "Lucy Heartfilia. Just as our description of her reads out. Blonde. Celestial Spirit wizard of Fairy Tail."

Lucy and Ben started to back up. " _Cibre…_ that means _"target"_!"

 _'French?'_ Ben mused in wonder. _'That's interesting… Wait, what am I thinking about?!'_

Sol bended his side. "Oh, pardon moi. I believe I have not introduced myself. I am Sol of the _Element Four_ , but I'd prefer to be called _Monsieur Sol,_ non?"

Ben narrowed his eyes as soon as he heard that, another ominous look growing onto his face. _"…Oh? A member of Phantom's Element Four, huh? How convenient…"_

Sol clapped his hands as he took another strange pose. "Correct, my dear boy! And… We've been instructed to collect and bring your friend here back to our guild at once."

Lucy glared at him while gritting her teeth. "What?!"

He then gestured to his partner while ignoring the hostile looks directed towards him. "My companion here is a rain woman who is also part of the Element Four. She is known as _Juvia of the Great Sea_."

Lucy dropped her bag, aiming to grab her keys right as she did so. "You're the ones who attacked my friends, aren't yo—"

Before she could finish her statement and activate her Magic, Lucy was suddenly submerged into a sphere of water, her key bag dropping onto the ground as she instinctively began to flutter about. It was Water Magic, with Juvia being the caster.

Sol's left eye expanded as he twirled his mustache. "Alas, but we are not the ones to blame. That honor and the veneration of your guild hall is the work of _Monsieur Gajeel_!"

Lucy attempted to pound at the water sphere, with Ben frowning for a moment. "Hey, let her go!"

Juvia was shown holding a hand up. "Don't waste your energy. My Water Lock spell can't be broken."

The Omnitrix wielder growled in response, which made the rain woman turn to him as he activated the Omnitrix. "…Then how about I break it for you?!"

Before anyone could react to his words, Ben slapped the Omnitrix's core down in a furious matter, blinding Lucy and everyone else for a moment. The flash of light didn't prevent Juvia from cancelling out her spell that held Lucy in place, but when she and Sol _did_ open their eyes a few moments later, they were surprised to see Ditto in Ben's place.

"…A Take-Over?" Juvia merely said as her expression lowered. "I've never seen such a creature before."

"And a Full Body Take-Over at that!" Sol complemented, before grinning sinisterly. "But what can this small form do against the two of us?"

"Oh, it's not me who's gonna do the butt kicking, buddy…" Ditto muttered as he split into two.

"It's _us_ who are gonna be doing that job!" The both of them then said as they slapped their Omnitrix dials.

Juvia and Sol, as well as Lucy all shut down their eyes once more as they were forced to watch the Dittos transform into their different forms. As the light dissipated, everyone's eyes widened as two aliens replaced the Splixsons.

The first one, Ditto Prime, was replaced by Heatblast, to which Juvia began to instinctively take a step back away from. The other one was a different one, one that Lucy herself had never seen before. Ditto Two was replaced with a creature resembling a moth-like humanoid with green eyes that had dark green spots. His body was black, with cyan and blue spots on his arms, legs, shoulders, and his back. He had green eyes and four wings and antenna that were blue with no patterns. He wore a grey jumpsuit with short sleeves for his limbs that had green and white accents. The Omnitrix dial was on his chest, with the Fairy Tail emblem on his left shoulder.

 **"Big… Chill!"** The moth alien uttered with a ghastly voice, hovering with his wings as he appeared.

"A flame creature and a bug man? Wait… I see now. You are the new Take-Over Mage that had joined Fairy Tail. Ben Tennyson, the **Null Fairy**!" Sol's eyes widened.

"And I'd worry about what he does to you, jerk face." Heatblast however said as Big Chill flew forward.

Everyone was then caught by surprise when Big Chill inhaled deeply before he exhaled an icy breath attack upon Sol and Juvia. Sol had no time to react, and was quickly frozen solid. Juvia however was a bit further away, and was able to leap back to avoid the icy projectile, though only barely.

"Ice powers?!" Lucy was astonished as she saw that. Juvia narrowed her eyes as she kept a tight hold on Lucy. "Like Arctiguana?"

"Very impressive, Tennyson-san." The blue haired woman admitted. "But Juvia won't be affected by such attacks."

"I wouldn't underestimate us if I were you…" Heatblast stepped up next to Big Chill.

Big Chill frowned through his clenched teeth. "Is that so? Well then, I guess you'll be happy to know that I'm not going to be targeting you then."

That made Juvia frown then. As Big Chill flew at her again, she then raised her free hand up as a blue magic circle appeared. Swiping her arm, scythe-like blades of water were sent blasting out towards the duo of aliens.

 ** _"Water Slicer!"_** She yelled as her attacks went out.

Though they traveled straight at Big Chill, the bug alien held no regard for the danger in front of him, and neither did Heatblast. In fact, Heatblast did nothing, and merely ran behind Big Chill as the Necrofriggian's body suddenly turned transparent. Now, this meant that Heatblast was now in the way of Juvia's spell, but that proved to be unnecessary to worry about. Right as they were about to land on their target, Heatblast went to a halt to expand his arms out. All of a sudden, his palms generated large pits of flames, to which they came together to form a giant circular disk of fire that evaporated Juvia's attack.

While Juvia was busy being shocked by the sudden appearance of that intense heat, right as she blinked, she noticed Big Chill flying over to Lucy and her Water Lock. She tries to pull her spell away, but was too late. To her and Lucy's surprise, Big Chill's arms went right into the Water Lock and grabbed onto Lucy's shoulders, turning her intangible as well.

"H-Huh? What the—I'm invisible?!" She squeaked as Big Chill pulled her out.

"There's plenty to tell you, but we need to get you out of here first." Big Chill replied in an eerie whisper. He cocked back his body before hovering back to Heatblast.

"...I must request that you return Lucy Heartfilia to Juvia." Juvia requested, though with a slightly rougher tone to her voice. "I do not wish to harm you two."

 _"She... IS RIGHT!"_ Sol also barked. Heatblast's shield was hot enough to melt Sol's prison of ice, allowing him to break free and leap back to Juvia's side. "If you'd please…!"

"That's not gonna happen…" Heatblast however replied as he took a stance. He glanced back at Big Chill with a gesture shortly afterwards. "Go! Take her to _there_! I can handle these guys."

"You think we'll be letting you scuttle off?" Sol glared at the trio. "You'd have to joking!"

"Well… Yeah, actually." Big Chill however smirked as he turned intangible again. He and Lucy began to sink through the ground, making the two Phantom Mages go wide eyed.

"See? Now then… It's just you two and me." Heatblast grinned. "Now I can turn the heat up as much as I want to!"

* * *

 **…**

Heatblast stood in front of the two Mages in a defiant matter. Now that he was down a partner, he had to take care of these two fighters while Lucy was being sent back to a safer location. Sol was greatly displeased by these sudden courses of actions, but nevertheless attempted to regain his composure.

"You know… You're going to be pay dearly for this, yes?" Sol gave the fire alien a dark smile.

"We'll see." The fire alien replied. "Let's start then with a blast!"

Heatblast's body glowed as he conjured up fireballs in his hands and threw them straight at the duo. Prepared for his attacks however, Sol and Juvia made no claim to be worried. Right as the attacks were about to come and hit them, Sol conjured up an orange magic circle underneath his feet and sunk into the floor.

In the meanwhile, Juvia merely stood still as the fireballs came at her way. She glared at Ben as they made their way into her…only to go straight out. Heatblast's eyes widened for a moment, before realizing the phenomenon behind what just happened. As the fireballs exploded shortly afterwards, the bright flash of the fire made Juvia's body appear in its full glory, showing that the parts where she would've gotten hit were instead now water.

"…Water, huh? Should've figured." The fire alien whispered to himself.

 _"And you should've figured about my Magic as well, Tennyson!"_ Sol suddenly yelled from below. "Now then… Let's see what weaknesses you have!"

"Hey! Back off, creep!" Heatblast growled. Blasting fire underneath himself, Sol quickly sunk back into the ground and reappeared next to Juvia. "What do you mean by that?"

 _"…Let's see. Something about…a Null Void?"_ Sol's left eye widened as a grin appeared on his face. "What about a certain _cousin_ of yours?"

The moment he said that… Heatblast ceased to move as his mind recalled some unpleasant memories for a split moment. The Earth Mage figured that he had successfully gotten into his psyche, and decided to make his move as he snaps his fingers.

 ** _"Roche Concerto!"_** With the casting complete, a magic circle flickered underneath Heatblast. Shortly afterwards, the wet ground under him suddenly exploded, sending him up into the air.

Heatblast lets out a single groan as he was launched into the sky. He glares down at his opponent as Sol suddenly leaps into the air, conjuring another circle that enclosed his arm. A moment later, he created a large clenched fist made of plaster that went around his arm. The fire alien's eyes widen as he tries to block it, but Sol's maneuvering was superior in that glimpse of time as he quickly twirls mid air and socks him right in the gut with his created fist.

 ** _"Platre Sonata!"_** He yelled.

Slamming down into the floor, a giant field of smoke was created as Heatblast landed harshly into the ground. Sol grins at his handiworks, waiting to see the result of his attack.

However, when the smoke finally cleared, Heatblast was seen getting up from the attack and standing in the shallow crater a few yards apart from the Water and Earth Mages. A haze of smoke was billowing from the rim and cracks in the earth as he sighed.

"…You really had to bring _that_ up, did you?" He merely grumbled.

The wizards could see that Heatblast had only sustained a few minor dark marks on his torso, but other than that he was relatively unharmed. To Sol's surprise, Heatblast cracked his knuckles as he glared at them.

"What?! That was a point-blank shot!" The Earth Mage growled.

"Then how about Juvia does this?!" The Water Mage next to him suddenly yelled as she extended both of her arms out. **_"Water Lock!"_**

Suddenly, Heatblast was encased in his own Water Lock, this time with it being more durable due to Juvia using both of her hands to conjure it up this time. The water encapsulating Heatblast was already starting to mess with his flame body, causing bubbles to sizzle continuously as he floated inside.

"You're making a bad decision, you know…" Heatblast growled from within his aquatic prison.

"Hehe! And while you're imprisoned inside of that, I'll land the final blow!" Sol grinned as he prepared for his next attack, landing right in front of him. "And this time, I'll be sure to aim where it'll hurt!"

With the rising of his arms, Sol began to extract the very grains that made the ground. Heatblast glanced around as waves of sand started to contort around him in a circular fashion, slowly raising to become a river of particles. Sol could be heard snickering through every second of it as he then summoned a magic circle directly underneath Heatblast and Juvia's Water Lock.

"I hope you like the taste of sand, you brat!" He laughed.

When he reared his arms up to the sky, he let out a fearsome cry as his waves of sand all started to pile up around Heatblast. Being trapped inside the sphere of water meant that the fire alien had no ways to outmaneuver the incoming wave of sand that surfed in a circle around him.

However… It was then that he sighed from within Juvia's spell, before inhaling. Heatblast brought his hands and legs together, curling them in as he started to release a low growl.

 ** _"Sable Enterrement!"_** Sol then exclaimed, grasping his hands together as all of the nearby sand clambered onto Heatblast in a tight sphere.

While the attack did strike dead onto its target, Sol didn't feel any sort of resistance as he kept his palms together. He tried squeezing harder and harder by the second, but even then, after a few seconds, he continued to feel practically no resistance from his opponent. By then, Juvia had finally released her hold on her Water Lock, believing Heatblast to be incapacitated.

"…Is it over?" Juvia wondered.

"I believe so, my dear!" Sol grinned. "I'm feeling nothing from that brat of a Take-Over Mage."

"Still… For this to end up this way… Juvia wishes it weren't like this." The Water Mage admitted with a slightly downed expression.

Sol however smiled, before grinning back at his sphere of sand. "Oh, don't you worry, Juvia! I'm not going to kill him _(yet)_. After all, we still need him to tell us where he went with Lucy Heartfilia!"

That brought Juvia's mood up a bit as he said that. However, as she looked back at the sphere of wet sand, she began to see…trails of steam? They were coming from within Sol's Sable spell, and was beginning to stream out at quite an alarming rate.

"Um… Monsieur Sol." Juvia pointed. "Your spell is…"

"Hm…?" Sol blinked, before turning to his sphere of sand. His eyes nearly widened to as wide as dinner plates as he saw what was happening. "WHAT?!"

Suddenly, he could feel that his spell was starting to lose its strength. Sol gritted his teeth as he tried to hold on, but it was then that he could feel that his hold was slipping. Not because of Ben having the Magic Power to break out… But because of the sheer amount of heat he was now starting to generate. By now, as he and Juvia looked in, the interiors of the sand sphere were beginning to glow with a dangerous yellow coloration.

With another loud growl, Heatblast maneuvered his body and extended all of his limbs out as he released all of the built-up heat he had accumulated. His inner magma body shined brightly as his once dimmed head began to spew out flames of a burning red color. Releasing his energy in every direction as he let out a loud war cry, the fire wave discharged a humungous blazing blast, causing the Sable Enterrement, Juvia's Water Lock, and even the surrounding rain clouds and everywhere else to begin evaporating at an unbelievable radius. The whole street erupted into a field of conflagration as Sol and Juvia were blown away a couple of meters away.

A small cloud of dust and smoke arose from the spot that Heatblast was originally enclosed in. The rain that Juvia had brought in was forcibly erased as Heatblast stared at the wafting repercussion. He let out a single exhale of air as a magnitude of steam rolled around him.

As he looked up however, he noticed that the stormy black clouds that Juvia brought with her were starting to accumulate once more. With a glare to the sky, the Pyronite suddenly rocked his arms up, his palms heating up before he blasted away a giant pillar of flame, taking the clouds out before they even got there again.

It was finally after this that Heatblast noticed his enemies starting to recover from his bold attack. Sol and Juvia groaned as the former stood up first, flabbergasted, as well as irritated that the fire alien in front of him had basically gotten out from his and Juvia's attacks unscathed.

"I don't comprehend any of this!" The Earth Mage barked in a defiant matter. "How could you not have a single point of damage showing on your body, even with all of our combined attacks?!"

Heatblast took a glance at Sol, before grinning menacingly. "I'm a literal walking flame. My body can go up to Hypernova levels of heat if I wanted to. I merely heated up your attacks to the point that they were nearly evaporated. Same with that last ball of sand you lobbed at me."

"W-Wait… So, what you did was…?" Juvia moaned a little as she stood.

"I'll put in a layman's terms." Heatblast chuckled. "By going and turning my internal heat to near supernova levels, I turned the water into steam, rendering all of that sand and water useless. The hotter I got, the more I could erase."

"H-Huh…?" Sol groaned. "What does that even—"

"—Science is fun!" Heatblast yelled as he suddenly charged forward, slugging Sol in the gut. "Get with the program, doofus!"

Sol nearly hurled as he took a few steps back. He dropped to his knees in pain as he clenched his aching stomach. "He punches as hard as…a donkey!"

Heatblast then stomped his foot on the ground, creating several flaming circles around him. Juvia and Sol's eyes widened as multiple boulders blasted from the ground and levitated in the air, catching fire to the point of almost melting within seconds. They seethed with smoke, almost charring the nearby buildings as they hovered.

"Geokinesis is another handy ability that I have with this form. It's pretty soothing to _burn_ off some calories with some exercise, am I right?!" He yelled with a snarky grin.

"O-Oi!" Sol gulped with a reactive wince.

"Why don't you try catching these!" Heatblast shouted out a suggestion. "Or better yet, why don't you try to cool these down, or even let me throw at you to see if your Water Body will boil from being hit by these!"

"Uhm…" Juvia was speechless. She looked up in the sky to see her clouds starting to return once again, but even then, this was proving to be a lot more taxing than it should've been.

"Alright, try to dodge these!" Heatblast shouted as he threw his molten projectiles at the duo.

Juvia gasped, before crouching low and jumping backwards as she grabbed Sol. She cocked back her arms as another magic circle flickered into existence. **_"Water Cane!"_**

As the circle enveloped her arm, she created a whip-like structure made of water, with it seemingly being an extension of her own hand. Using it like a whip, she destroyed the first magma boulder with a well-timed snap. Using the second magma rock as a splash of explosive boosting, she propelled herself forward as another circle enveloped her legs.

 ** _"Water Jigaw!"_** Juvia cried out as she unleashed a powerful wave of water at the last two magma rocks. Fire and burning rocks were scattered across the area as a result from the rocks' destruction, cooling them down to the point that they merely crashed into the nearby buildings.

While still in the effect of the spell, she flew back a fair distance away from Heatblast, roughly a few dozen meters. By then, Sol had recovered in a begrudging fashion, growling as he stood on his feet. Juvia looked at her fellow Element Four in concern for a moment, before turning back to face the fire alien in front of them.

"You little brat! Do you know not what will happen if you continue to defy us?!" Sol barked.

Heatblast merely shrugged. "Even then, Fairy Tail's headed out towards Oak Town to give your people a warm visit!"

He got a face of anger out from Sol, but it was then that it changed to a look of chuckling laughter. Heatblast's calm expression took a dive as he glared at Sol. "…What's so funny?"

"Just the fact that you all thought that we'd simply reign a war over to you for this… Let's just put this in a layman's terms then… Fairy Tail will _lose_!" He simply grinned.

 _"…Oh?!"_ Heatblast growled as his body started to glow brightly. "I'd suggest you start telling me what you mean, before I char that mustache off of your stupid face!"

"Never!" Sol retorted with a villainous laugh. He quickly got up, clenching his gut in mild irritation as he turned to Juvia. "Juvia! Let's make a gallant escape!"

As soon as the fire alien heard that, Heatblast immediately extended his palms out and shot out a dose of seeping hot flames. Unfortunately, however, the attack didn't reach their recipients. Sol dodged by morphing into the ground to slither away, and Juvia morphing her entire body into water as she flew off with the now pouring clouds of rain that regained themselves.

Starting their escape, Heatblast held out his arms and started to heat them up. Out of his palms he then started to fire off pellets of flames at the escaping Mages, hoping to get a few hits on them before they completely got out from his line of fire. Once they started to get further away, held one of his arms out, and used his free one to clench. He started to aim his arm out in front of himself, pointing it straight between where the two were going out from. All of a sudden, a concentrated reddish-white glow of energy began to accumulate around the tip of his fingers. A moment later, a magma beam discharged from his hand.

The ground exploded as it reached its end, and shook while a cloud of dust and rock was thrown up. Heatblast kissed his teeth as he let his arm down. He was positive that he didn't get a fatal shot into either of them. As he looked down on the Omnitrix however, it was then that the dial began to glow from a bright green to a dull red.

Seconds later, the dial began to beep a few times, before engulfing Ben in a flash of ruby red, reverting him back to his human form. He looked up into the air to see the clouds of rain now dissipating, symbolizing that Juvia was no longer in the area.

 _"…You can run, but I'll find you all. And you won't get away with this."_ Ben promised.

* * *

And… That about wraps this chapter up.

Once I read over the confrontation between Sol and Ben, I really wanted to let that snot nose Earth Mage get wrecked a few times. It really did piss me off that I wrote that Ben got defeated in such a matter prior to re-editing this chapter, so I hope I did this some justice.

However, do you think I made Ben a bit too violent there? I suppose that Sol's seeing of his memory and trying to trigger Ben would sound off some of his patience, so I suppose that would work.

I feel a bit bad for making Juvia a bit miserable though. She's also one of my favorite characters as well, so it pains me to make her feel so sad!

Well, that about does it for this one. Let me know what you thought about this re-edited part, and look forward to the next one. Emiyn, out!


	8. Attack on Fairy (Phantom Lord II)

**This Chapter has been re-edited as of January, 2019!**

And here we go, the second part of the Phantom Lord Arc, redone!

So, it's the usual tidbits of fixing up. Getting the word count up, correcting any spelling and grammar errors, adding more explanation to the fighting and situations, galore and more of the usual. It's a bit more in depth with my selection to how the Jupiter Cannon is countered.

A bit of selection to how Fairy Tail's escape scenario played out in my mind. You'd figure that with their numbers, Phantom could've prevented Fairy Tail's members from escaping, right? So, I made my own attempt to see what that would've been like.

And…that about does it. I'll let you onto the chapter now!

And as always, I do not own anything related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading to you all!

* * *

 **Chapter 8:** _Attack on Fairy_ (Phantom Lord Arc Part II)

 **…**

Whilst Heatblast was busy conversing in a fight between two of Phantom Lord's Element Four, Big Chill had escaped with Lucy to the alien's base. It didn't take long for the duo to reach them…but the blonde mage was completely freaking out the entire way down. After all, she had never known the experience of flying through solid matter and going underground.

After a few minutes of flying, Big Chill and Lucy finally arrived in the bottom floor. Immediately as the Necrofriggian landed, he canceled out his intangibility and placed the blonde down.

"…Where are we?" Was the first thing she said.

"Welcome to my living quarters." Big Chill merely said as he tapped the Omnitrix dial. Lucy shut her eyes for a second, opening up to see Ben in front of her a moment later.

"You live here? But where _is_ here?!" She chuckled weakly.

"Questions for later!" Ben retorted. "But anyways… Now that we've gotten away, we should try to understand what Phantom's trying to do."

"…Well, those two members of the Element Four were after me for some reason. A-Am I the reason they attacked the guild?" Lucy's eyes widened in horror. "Then… It's all my—"

"—Alright, let's not get into conclusions." Ben quickly placed a finger on her lips. "We don't know that for sure. Phantom could've been targeting you because you're a Celestial Spirit wizard."

"…I suppose." Lucy murmured to herself as she took a seat on his bed. Ben leaned against the walls of his quarters as he cupped his chins.

"Regardless though, Phantom's not fooling around." He then said. "This was planned. "They probably knew that the guild would go ballistic after seeing what happened to Levy and the others, and dispatched a splinter squad to get you."

"What reason would they have to come after me, besides me being a Celestial Spirit Mage?" Lucy then wondered.

"…That's a difficult question to answer." Ben admitted, before standing straight. "Wait here. I'll go out to gain some intel."

"O-Oh… I guess I'll stay here then for the meantime." Lucy decided with a little squeak.

"By now, Master Makarov should be by Oak Town. It's only a matter of time before the fighting starts." Activating the Omnitrix, Lucy closed her eyes as he slapped the core and transformed into Big Chill again. "I'll see if my other self needs help, and then go along to Oak Town myself."

Flying out from the ceiling, as he left, Lucy sighed heavily. She eyed the guild insignia on the backside of her hand, her eyes drooping a little as she began to think of why Phantom would try to kidnap her.

 _'…It's not because of_ him _, is it?'_ She mused.

* * *

 **…**

Oak Town was a location in the northeastern part of the Kingdom of Fiore, and the town which housed Phantom Lord's Guild Hall.

The place was an old castle town. It was situated on a hill, being surrounded by forests and mountains, with a river flowing nearby. The city itself was historic in its own right, with numerous turrets and battlements littered around to signal the upcoming of years of history. The town was located on a spherical plain and was completely covered by the hill on which it is located. In the center, towering above the town was is a castle, which served as the guild's Guild Hall.

Inside the eerie location, the big news that spread like wildfire was about how Phantom Lord's own Iron Dragon Slayer defeating three Fairy Tail members without a sweat today, as well as dangling and hammering their bodies to the giant tree in Magnolia's park where his deed was announced to all of the passerby. Many of the members inside were celebrating upon the humiliation done to the Fairy Tail guild.

Three wizards were meandering toward the main doors with smug smirks on their faces. Obviously, they all had malicious intents in mind with the news they all heard.

"Heh, Fairy Tail doesn't sound so tough." One of them snickered in a mocking tone. "Maybe we should go off and clip some fairy wings ourselves."

"Kek, you can say that again. I can already imagine the looks they'll have!" Another one of them cackled loudly.

As they approached the exit however while making those claims, the front doors of the castle were suddenly blasted off of their hinges by a explosive firestorm, sending the three wizards bowling back, smashing into the walls of the building within moments.

"Huh?!" One member growled. "Hey, who did that?!"

The members of Phantom Lord quickly turned their attention to the main doors to see a great screen of smoke. They watched as the smoldering effects of the attack that bashed the door cleared off, revealing a furious Natsu, as well as the rest of Fairy Tail behind him.

Makarov himself bore a devasting expression on his face as he stepped forward, his eyes full of fury as he made his guild force their way in.

 ** _"FAIRY TAIL HAS COME!"_**

As the old man roared that out, all hell began to break down. The first to engage was Phantom, in which a group of wizards immediately jumped at Natsu, letting out growls and war cries. The Fire Dragon Slayer shot out a blast of flames from his arms as he dashed forward, blasting back the group, their bodies charred and smoking as they were burnt toast by the attack.

 ** _"Fire Dragon's Wing Attack!"_** The pink haired wizard yelled. He then stood up, glaring at any Phantom Lord member he could see. _"I don't care who… Come at me, you bastards!"_

This ticked off practically every Phantom Lord member present. As they began to rally up, all of Fairy Tail's members started to gather together as well to meet the demands of man power.

"It's everyone for themselves!" Macao announced. "Give 'em hell!"

Cana and Loki were the first to engage, fighting off a circle of enemies that came at them. To a surprise to most members of the Phantom Lord, many of Fairy Tail's members were proficient in the case of close quarters combat. Despite being outnumbered, many of the Fairies smashed their ways through Phantom's forces.

The Phantom mages quickly got over their shock and charged head on at Fairy Tail once they started to see that the fighting started. Natsu charged at a large pack of enemy wizards, lighting up his fists with flames as he started to go to town on his enemies.

Meanwhile, Macao held out his hand and summoned forth a purple magic circle. **_"Purple Net!"_**

As his circle glowed, several fiery purple tendrils of energy revealed themselves and wrapped up several Phantom Mages, hanging them in the air with a right grasp. Macao then turned to Wakaba, who stood behind him. "Wakaba!"

"I got it!" The middle-aged man grinned. From his pipe, a light green circle flickered for a moment before dozens of pink fists made of smoke fired out to slug all of Macao's captors. **_"Smoke Crush!"_**

Another member of Fairy Tail spun a black revolver-like weapon in his hand, aiming it at a group of Phantom Mages. He wasa young man of average height with long black hair that covers the right part of his face. His outfit consisted of a long brown coat resembling a poncho with tasseled edges together with a shirt and torn pants with strips similar to the ones on his coat hanging from their edges. This was Alzack Connell, a Mage who utilized a Magic Gun.

 ** _"Guns Magic—"_** He yelled. Fanning the hammer on his weapon, dozens of light blue magic circles flickered onto the bodies of his victims, making them collapse to the ground, numb, from being electrically shocked. **_"—Spark Shot!"_**

As he spun his revolver in a satisfied matter, it was then that he heard the footsteps of someone behind him. He was a dark-skinned bald man wearing a reddish-violet V-necked shirt under a pale-green jacket, with a furry blue trim around the collar.

"Eat th— _Ooof…!_ " Before he could get slugged, the man was suddenly shot in his back, making him fall the ground.

Alzack turns around, smiling at his savior. Like him, her style of fashion mirrored that of a fictional cowgirl, with a Western-style hat on her head, a light, polka-dotted neck scarf, and a pair of reddish-brown boots. Her body was covered by a short, strapless one-piece dress decorated by spiraling blue motifs, and with white, striped edges.

That was Bisca Mulan, another Guns Magic user.

"Thanks. That was a nice shot, Bisca!" Alzack thanked her.

"You're getting soft, Al!" She smirked, before zooming into the scope of her Magic Sniper Rifle. _"Target: Lock On!"_

With the flicker of a green magic circle on the other end of her scope, Bisca began to flicker and make markers on the various Phantom Lord members that were fighting her fellow guildmates. Dozens of dozens of magic circles then appeared as she pulled the trigger.

 ** _"Guns Magic: Homing Shot!"_** Firing off a single green bullet, as it flew around the area, it broke off into tiny little spectacles, each of them locking onto Phantom members and exploding upon contact.

Amongst the other members fighting their respective battles, Makarov slowly walked through the crowd, hoping to reach the other end to go up the floors. However, it was then that a large mass of Phantom wizards surrounded him charged at once. While sighing, Makarov opened up his eyes, bright golden light shining out of them. With the flicker of a golden yellow magic circle under his feet, the ground began to shake immensely as Makarov's body grew to a height of sixty feet, his entire body bulking up as he did so.

This made everyone begin to halt, but before they could fully stop, the old man smashed his palm onto the stone floor of the guild hall, sending a shockwave out as a few unfortunate members were caught.

One of the members whimpered as he was underneath Makarov's palm. "He's… H-he's a MONSTER!"

Makarov then stood up, his golden eyes looking down at the group as his face was obscured by darkness.

 _"AND YOU WOULD DARE ATTACK THIS MONSTER'S OWN CHILDREN! DID YOU HONESTLY THINK THAT HUMAN LAWS WOULD PROTECT YOUR WORTHLESS HIDES FROM MY WRATH?!"_ He retorted. The crowd cowered in fear as they looked upon him.

"H-He's… P-Pretty strong…" One member remarked as he started to sweat.

"And his members are strong too!" Another added to the chat. "These guys are crazy!"

"Fairy Tail's Mages are this powerful?!" A third one yelled. "Good lord!"

Over by some other members, they were dealing with their own groups with relative ease. However, over by another corner, Fairy Tail's chummy blue cat was surrounded by a horde of members. They all began to laugh and cackle as they rushed towards him.

"Ha! It's a stupid cat!" One snickered.

"Get him! Pull his damn whiskers off that granny face of his!" Another barked.

Happy's face however said otherwise as he gave them a shit-eating grin. _"Aye…!"_

To a hilarious point, it was then that Happy leaped into the air. Now spreading his wings and flying in the crowd, his small size caused members to collide with one another as he flew back and forth with a laid-back smile.

Somehow taking a pair of massive fish out from his pack, he began to comically smack around members, occasionally stuffing various seafood and other things into the throats of the group. In a disgraceful manner, it was as if the cat was playing with his prey.

As he slapped another member in the face with a salmon, Happy's eyes glowed with an ominous look as his face was shadowed over by a very large melon he carried over his shoulders.

 _"I'm a Mage of Fairy Tail too… Got a problem with cats?! So what if I'm one?!"_ He mischievously said, causing one member to rapidly shake his head as he pleaded for no more pain.

While Fairy Tail continued their assault on Phantom Lord's members, Master Makarov glanced around while in his Giant state. _"JOSE, SHOW YOURSELF!"_

As his roar echoed throughout the guild hall, Erza slashed away at her opponents. Take a leap into the air, she her body then flashed. Requipping into her Flame Empress Armor. She gave out a war cry as her sword spewed out waves of fire as she slashed it around. Waves of Phantom Mages wailed in pain as they were burnt by her brutality.

"Where are they?! Tell me!" she yelled. "Where is Gajeel and the Element Four hiding at?!"

Blasting away at her foes, a man stood up above the fight, observing from the top.

He wass a tall and muscular young man with long, spiky black hair, which was kept slicked back, revealing his forehead. He had red eyes with slitted dark pupils, and has no visible eyebrows. Most of his exposed body is covered in sets of simple and round metallic studs. The most visible studs were on his face, with three of them above each of his eyes), two on each side of his nose, and two on his chin, just below his mouth. His ears were also adorned by two sets of five earrings each. He also sported four studs on each of his forearms, with his right one being covered in scars.

His outfit consisted of a shabby, black, sleeveless tunic with studded edges, a studded belt around his waist, loose, beige pants tucked inside studded black boots, and a pair of studded brown gloves paired with similarly studded wristbands. He also sported a distinctive wing-like ornament, seemingly made of feathers, jutting upwards, over his right shoulder, attached to his tunic by a large stud.

Most importantly, as a member of the Phantom Lord Guild, he bore his Phantom Lord mark at the top of his right shoulder.

This was Gajeel, the Iron Dragon Slayer of Phantom.

The red eyed Mage smirked at the mayhem going on the floor below him. He had to acknowledge the effort being put by Fairy Tail, as he was impressed by how badly his fellow guild members were being slaughtered. His eye was particularly paying attention to Erza and Makarov.

"So, she's Fairy Tail's Titania Erza, huh?" Gajeel grinned. "Laxus and Mystogan aren't going for the spotlight it seems though, geh… However, Master Jose's plans are actually going according to plan."

He pauses for a moment, before looking down. "Riot all you want for now then, you scumbags!"

As the battle went on, several mages launched out a bunch of projectiles, which exploded a short distance away to create a bunch of flames. The attacks were originally aimed at Natsu, who after dodging, consumed the fire that they created, which dumbfounded them.

With a dangerous grin spreading on his face, he chuckled darkly. "Heh! Now that I've eaten, I'm recharged!"

"No way!" One Phantom member cried out. "What's with this guy?!"

"Wait, don't tell me he's _that_ guy?" Another yelled out.

With a reddish-orange circle appearing in front of his mouth, Natsu inhaled a large amount of air before firing away. "I'll blow you all away!"

 ** _"Fire Dragon's Roar!"_** A huge flow of flames were sent out from his mouth moments later, burning and scattering his enemies away.

Behind him was Gray, who in the midst of the fight managed to take off his shirt, exposing a bandaged body. He stood in the center of another group as they all rushed at him. Remained tranquil however, he placed his fist on top of his palm and held them out, generating a ice blue magic circle

 ** _" **Ice Make: Lances!"**_** With his circle glowing, a bombardment of icy lances shot out from it. The lances sent the wizards sprawling back uncontrollably as they speared the ground, exploding shortly afterwards.

Back with Erza, the redhead had done a Requip out from her Flame Empress Set and into her Black Wing Armor. As she flew through the air, she slashed her dark blade, conjuring up waves of energy that exploded as they smashed their way into Phantom's forces

After a bit of continued fighting, Natsu and Gray grouped together back-to-back, the former's hands covered in fire while the latter's were shrouded in icy mist.

"Not bad, wide eyes." Natsu wisecracked.

"Same for you too, slit eyes." Gray retorted.

"We can do this all day long, you fools!" Wakaba stated as he, Macao, Loki, Cana, and Erza went back-to-back as well.

"Let's keep this up!" Macao replied.

"Erza!" A familiar old voice called out. The redhead looked up the stairs that led to the second floor to see Makarov strolling by as he effortlessly pushed away incoming Phantom members. He had reverted back to his normal size, but that didn't make him defenseless at all.

"I'll leave the rest to you and the others!" He decided.

"Master, wait!" Erza called out.

"…Jose is probably on the top floor of this heap. I'll end this scuffle once and for all!" The old man replied with an authoritative tone.

"Yes, sir." Erza gave the Master a look, before she finally acknowledged his order. "Please… Be careful though."

Makarov walked up to a metallic wall that shielded the door to the next floor, and without having to touch it, the stone was blasted away as he used his Magic Power.

On the rafters above, Gajeel sneered as Makarov proceeded into the giant hole in the wall. "…Now that the boss is out of the way, I think it's time I throw myself into the fight!"

The Iron Dragon Slayer then jumped off the wooden girders, descending to the floor below. A sadistic grin spread across his face as he began to fall, eventually landing on a large banner with Phantom Lord's name on it.

As everyone else was fighting, Gajeel's crash got everyone's attention. The Guild members from both sides ceased fighting for a moment and looked up at the large Phantom Lord sign in the room. Standing on the top was a Gajeel in his full glory, having cracked the sign in half.

A few members mumbled in fear from the presence of the man whilst Erza's eyes narrowed from recognition. "So, it's you…"

Gray looked at Natsu, and back to Erza. "…Who?"

"The Iron Dragon Slayer…" Erza muttered in response. _"Black Steel Gajeel."_

Suddenly, someone leaped towards Gajeel. He was an extremely tall, heavily muscular man, towering over most of his guild mates. His straight dark hair was styled in a bob cut, with a light-colored band circling it near the top, and two curved bangs emerging from under it, framing the upper part of his face, which has a somewhat rectangular shape. This was Nab.

"How dare you attack Levy and the others!" He roared, cocking his fist back to punch Gajeel.

Before Nab could punch him though, Gajeel's right arm was consumed by a pale green magic circle and transformed it into a large, iron pillar. He swiftly slammed it into Nab's torso as he turned around, and he kept stretching it out until it smashed across the floor, forming a trench and knocking back even some of his own fellow guild members.

"What?!" Gray barked. An expression of shock showed itself on his face as he glanced at the destruction Gajeel made. "He just slapped his own guild mates with that!"

Gajeel jumped from the billboard and landed on his feet, grinning as everyone stared at him. He chuckled as his iron-club arm reverted back to normal, clenching it a few times. "Look here, you garbage! The Iron Dragon Slayer, Gajeel-sama, will be your opponent now!"

This immediately triggered a reaction from Elfman, whose right arm was transformed into a beastly form. While yelling his infamous words, he lunged straight at Gajeel. "MAN! Maybe I'm trash, but I'm a man nonetheless!"

An amethyst magic circle appeared in front of Elfman as his beast arm was converted into a bulky, stone-covered arm. His attack landed on Gajeel, but had no effect as the Dragon Slayer canceled the attack my morphing his arm into an iron club.

"So, you're Elfman, huh?" Gajeel grinned. His other arm then morphed into an iron club and extended it toward Elfman.

The Strauss however was quick to dodge the attack though. As Gajeel's arms morphed back, he then kicked his leg out while morphing it as well, stretching it toward Elfman in an instant. To everyone's surprise, the Take-Over Mage caught the iron attack right in the palm of his transformed hand.

"Oh? Not bad at all." Gajeel complimented.

"Because a real man stands his ground." Elfman stated in response.

"A man, huh? Then let's see how a real man does about _this_!" Gajeel suddenly yelled. Moments later, Elfman's eyes glanced down as a few knobs grew from Gajeel's leg. They quickly stretched out into miniature iron and slapped themselves into random Phantom members who were nearby.

This confused Elfman, who diverted his attention away. "Why you… Those were your comrades!"

"Yeah, but you should be paying attention to what's in front of you! What are you looking at?!" Gajeel then yelled as right arm was made into a club and slammed into Elfman's face, launching him back.

While Elfman was flying back, Natsu suddenly jumped into view and used him as a springboard to propel himself towards the Iron Dragon Slayer. _"GAJEEL!"_

The Fire Dragon Slayer growled loudly as Gajeel's eyes widened. Before the Iron Mage could react, his pink haired opponent flickered flames onto his right arm delivered a right hook into Gajeel's face. The blow sent the iron mage flying back and crashing through the bar area, creating a smoke screen of dust and dirt.

"Gajeel was sent flying away!" One Phantom member cried out.

"That's the first time I've ever seen that!" Another added.

As the smoke cleared up shortly, Gajeel picked himself up from the wreckage of the ruined bar countertop, glaring at his sucker puncher with a haughty grin.

"Nice to meet you…" Natsu growled as he held a face of rage, lighting both of his fists up. "I'm _Fairy Tail's_ Dragon Slayer."

Gajeel merely continued his grin as he got up. "Oh?"

"Elfman, leave this chump to me." Natsu ordered, which made Elfman's eyebrow twitch.

"Really?!" Elfman barked. "First, you used me as a springboard, and now you're stealing the man-to-man fight that I so rightly deserve?"

While they were arguing however, Gajeel blasted forward, morphing his arm with a flicker of a magic circle. **_"Iron Dragon's Club!"_**

The black-haired mage's attack landed right onto its recipient's stomach, extending towards Natsu and even pushing him back quite a distance. Natsu managed to catch the club however even as it made him skid back.

"Natsu!" Erza yelled as she glanced back.

As Natsu came to a stop, the Dragon Slayer's fingers began to heat up, and were now smoking as his grasp on Gajeel's arm tightened. This surprised many of the nearby fighters as he growled lowly.

"This jerk destroyed our Guild Hall, and in addition to that, you then attacked and harmed Levy and the others…" Natsu snarled. He then lifted his head and glared at Gajeel, while his hands were ignited in flames. "I'm gonna melt your sorry ass!"

Natsu tossed Gajeel upward as he let out a loud war cry. As he flew back, Gajeel used one of the rafters as a springboard to launch himself back at Natsu, though he didn't have the time to react when Natsu cocked his arm, as he expected this. Rearing back his flaming fist, he slugged Gajeel right in the face, sending him crashing into a wall after bouncing off the ground a few times.

"Oh! Those two are having a blast there." Wakaba snickered.

"Must be nice to be young, huh?" Macao joked.

"As expected of Natsu." Erza smiled.

"Okay, fin then." Elfman conceded. "Natsu, I'll leave the man-to-man fighting to you! But in return…"

"Yeah! I'll beat this guy into a pulp!" Natsu grinned, pumping his arm in his direction.

Everyone's attention was then redirected to the sounds of shifting rocks in the new pile of debris. After a moment, Gajeel's fist broke out and stone fragments were moved aside as the Iron Mage stood up in a casual. It didn't look like the Dragon Slayer had gotten any damage from Natsu's attack unfortunately.

"Heh." Gajeel smirked. "Didn't even feel a thing."

"That's gonna change though." Natsu responded with a grin.

Gajeel's smirk then turned into a grin as he charged straight at Natsu. "That so!"

Being unprepared, Natsu's face was met with Gajeel's left leg as he morphed it into an iron club. Te pink haired mage was thrown back across the floor, forming a crevasse and throwing up rocks and dirt, as well as members of Phantom Lord in the meanwhile.

Both Loki and Gray sweat dropped.

"Ooof…" The Ice Mage winced.

"This is getting pretty crazy…" Loki admitted.

As Natsu laid in his own pile of rubble, Gajeel began to stroll towards him. "Come on! You aren't hurt as well, aren't ya?"

In response to his taunt, stones and cracked wooden boards were sent flying out from the trench as waves of flames burst out. Natsu jumped out and stood in front of the other Dragon Slayer, no worse for wear just as Gajeel said.

"You know me pretty well then!" Natsu responded with a twisted grin.

"You're really one hot-headed and irritating guy, ya know?" Gajeel replied as a magic circle encased and transformed his right arm into a club.

"Ah shut it, you sturdy ass!" Natsu barked back as his own red circle lit his right arm up.

 _"I'll smash you!"_ Gajeel yelled. **_"Iron Dragon's Club!"_**

 _"We'll see!"_ Natsu barked back **_"Fire Dragon's Iron Fist!"_**

The Fire Dragon Slayer first clashed his attack into Gajeel's extending arm, before grasping onto it and sliding back a few meters. He growled as he began to heat up, even to the point that Gajeel's arm started to melt a bit.

 _"Don't get ahead of yourself, you scrap-metal bastard!"_ He yelled, clenching his hand around it.

"Ha, just as I've heard. That's some pretty decent power you've got going for you." Gajeel admitted. He then pulled back his club arm as it shifted back to normal, a bit of smoke wafting off of his skin. "Ah, that's a bit hot..."

"So? When will you get serious with me, Salamander?" He then asked.

"You can rest assured about that. Natsu glared. "This is a just a warm up for our real fight!"

As Natsu let out that last phrase, the two Dragon Slayers stared down at each other. A moment later, both of them launched from where they stood, cracking the stone floor underneath them. Natsu first threw a right jab and then a left hook, but Gajeel blocked each attack of his attacks. He then went at Natsu in the face, before kicking him away with his left leg.

Landing on the floor, Natsu skid for a few meters before stopping. _"That attack was heavy…"_

Gajeel cackled as he leaped high, before diving down to deliver an axe kick. Natsu however cocked back his flaming fist in response, making Gajeel cease his attack. As he dodged his fist, he leaped off of Natsu's other arm, and was sent flying upward and back. As he did a back-flip midair, he generated a pair of spikes at the palm of his feet, allowing him to stand upside down from a wooden rafter.

It was then that Natsu crouched and leaped at his opponent with a flaming fist. Gajeel was ready as he shifted his arm into an iron-club to block the blow; however, the force from Natsu's attack sent the iron mage bowling upward as he crashed through a couple rafters.

"Now I'm fired up!" Natsu yelled as he landed on a rafter.

"Kek. Seems like you've got some force behind your punches after all." Gajeel snickered as he lodged himself onto a rafter upside down.

The two continued to glare at each other, the anger between them was profound. However, the attention of both Guilds had been captured by the sudden shaking of the entire building, and not just from the rafters from Natsu's and Gajeel's fight careening down to the floor.

Fairy Tail's members in particular smiled at this.

"Oh, there we go…" Wakaba grinned.

"It's started." Macao looked up.

"This isn't good…" Gray muttered.

"What do you mean?!" A Phantom member cried out.

"Master Makarov's finally joining into this and getting into the mood." Cana answered with a smirk.

 _"The Wrath of the Giant…"_ Loki gulped.

"No one's gonna be able to stop him now…" Nab grinned.

A few Phantom Lord wizards began to whimper in fear of the situation. "The entire guild's crumbling apart!"

"When the Master gets angry, he becomes the absolute definition of a man!" Elfman commented.

Erza, reverted back to her Heart Kreuz armor, swiped her sword and slashed it across the air, rallying everyone's morale. "Prepare yourselves, everyone! As long as Master Makarov is here, we shall not perish!"

Though… It was then that something fell from the ceiling and crashed into the floor at a skyrocketing speed.

"What was that?" Elfman asked.

"Something just fell down!" A Phantom member yelled out.

When the dust from whatever fell cleared up, everyone gasped in shock and horror as they identified the person who was there. Lying in a small crater in the floor was Makarov of all people. His skin had turned into a sickly green as well as his eyes and hair only a lighter shade. He looked like he was drained of all his energy.

 _'What in blazes…? My energy… I've lost all of my Magic Power…'_ Makarov's eyes twitched as he laid down on the cold, hard floor.

"GRAMPS!" Natsu yelled.

"MASTER!" Erza added. She picked him up in a cradling position as Natsu, Gray, and Cana came to his side. "What happened?!"

 _"M-M-M-m-my… M-M—magic… P-Power… It's…"_ Makarov stuttered in a shocking matter, struggling to form his words out.

"M-Master, hang in there!" Erza said in a gentle tone.

"What happened to him?" Cana asked while frowning.

"What in Earth Land… I can't sense a drop of Magic Power from his body. Nothing at all." Gray sweated. "That's crazy…"

"H-Hey… Do you mean that he's just a plain and simple old man then?" Elfman was hesitant to ask.

"W-Why?" Happy was beginning to form tears.

"Gramps, get a hold of yourself! Come on…" Natsu grit his teeth in worry.

While the Fairy Tail mages were focused on Makarov, Gajeel remained stuck onto the wooden beam he was on, his arms crossed while looking down at them.

"Bah… And just when things were starting to get exciting too." He clicked his teeth.

"This is unreal though." Gray commentated. "How'd they beat Gramps?"

Elfman looked over to where Makarov fell off from, wondering what was up there. "What the heck is up there?"

 _H-Hey! Their Master's down for the count!"_

 _"What? For real?"_

 _"He's out! Yeah!"_

"You guys…" Another then gulped. "We can beat these fairies! They're only at half strength now!"

"And we have Gajeel and the Element Four here as well!" One more cried out in glee.

Erza, with a tear in her eye, turned to the Phantom mages as she overheard their whispers. Their morale was now higher than ever, and with everyone else on Fairy Tail lowering down due to Makarov's defeat, things were quickly turning around.

 _'S-Shoot… This is not good.'_ She grits her teeth.

As some members started to clobber down on some of Fairy Tail's members, Natsu responded with a loud growl as he quickly lit up his fists with fire and punched a Phantom mage attempted to ambush him.

"Don't get cocky, you Phantom bastards!" He exclaimed.

"Damn! They've all gotten riled up now!" Gray growls.

 _"Take this!"_ Three Phantom members yell out as they form an Earth, Fire, and Water spell respectively. **_"Triple Element Combination Magic!"_**

While the attack was aimed at Cana, before the spell could blast her, Macao quickly jumped in and took the hit her for her. She yells for a second, before realizing that he saved her.

"Cana, Macao!" Wakaba yells in concern.

"G-Grr… You've gotta be more alert, Cana!" Macao grunts in pain.

"Macao?! You fool, don't push yourself so much when you're an old man!" The brunette yells in concern as she checks his condition.

Erza eyed the surrounding conflict around her. More and more Fairy Tail members were losing the fight, and more were getting injured by the second. Continuing to go against Phantom as Fairy Tail was right now would only cause more injuries and led to an eventual defeat.

 _'This is looking bad… We can't do this with our strength deteriorating. Our morale is dangerously low with the Master down as well!'_ Erza thought, gritting her teeth.

Erza breathed in, closing her eyes for a moment. As she made her decision, she stood up, gesturing towards the exit.

 ** _"Everyone! We must retreat!"_**

Natsu tossed away a Phantom member he had by his collar and stared at Erza disbelievingly. "What?!"

He wasn't the only one. Gray, Loke, and Elfman looked at her with shocked expressions, as well as many other members.

"Erza?" Loki barked.

"No way! What're saying?!" Gray argued.

"A real man never retreats!" Elfman roared, manhandling several Phantom members at once.

"I can still fight…!" Macao growled as he showed Erza he could still use Magic, even with his body leaning on Cana's.

"Me as well, Erza!" The brunette confirmed.

"I know that most of you wish to continue fighting. I don't like the idea of retreating either but we've lost the upper hand. But most importantly, we won't be able to win if the Master is incapacitated. He needs help now!" Erza argued back to all of them.

"Let's go! That's an order!" She commanded.

By now, Phantom's members were overrunning that of Fairy Tail's. The Fairies were now starting to gather up, aiming to return to whence they came as they struggled to run out through the entrance way. Truth be told however, is that the bulk of their forces were injured in some way, and had begun to slow the pace of the crowd down.

By then, while a few members managed to get out, a majority of the members were beginning to get closed off.

Hanging off from the rafters of the Phantom Guild Hall, Gajeel watched as Fairy Tail struggled through this new endeavor. He sneered as Fairy Tail began to fall back in a hopeless matter.

"They're not gonna be able to get off so easily." He snickered.

 _"…They're falling back with sorrow in their hearts!"_ A man suddenly said, appearing beside Gajeel.

He was an extremely tall and massive man who wore a simple, light blindfold. His massive upper body was covered by a large, loose green coat sporting white edges, which is closed around his neck, sporting a wide and high collar, but left open on the front below it, revealing a pale red shirt, appearing from below such shirt was a yellow robe. He also wore an extremely loose pair of pants and a pair of simple, dark shoes. He also wore a top hat sitting on his head, matching his coat in color.

"That you, **Aria**?" Gajeel asked. "You're eerie as usual, though I've gotta commend you for taking out Makarov."

"It was all according to Master Jose's orders." Aria answered, a waterfall of tears pouring out from under his blindfold. "H-How magnificent!"

"Sheesh… Don't cry over every single thing. It's annoying…" Gajeel then grumbled.

A malevolent grin then appeared on Gajeel's face. _"So… What happened to Lucy?"_

From below, Natsu's keen hearing had picked up what Gajeel had uttered. He immediately turned to look up at him. _'…What?'_

"She… Has _not_ been captured." Aria replied, which actually made Gajeel's eyes widened. "The poor wretch was being helped by some kind of new Take-Over Mage."

"Wait, what?" The Iron Mage responded. "Ya serious?"

"Wait… Really?" Natsu whispered to himself, stunned over this new information. He then growled at Gajeel, hoping to get a last word from him. "GAJEEL!"

"N-Natsu?" Happy blinked.

The Iron Dragon Slayer looked down at Natsu and smirked as Aria raised his arms up. "We'll finish this at a later time, Salamander."

As he finished speaking, Aria and Gajeel were suddenly seen vanishing away, leaving Natsu in a pissed mood. "Well, that frickin' happened…"

"What? What are you talking about?" Happy asked.

"…Never mind. Let's help everyone out of here!" The Dragon Slayer ignored Happy's question, glancing over to where everyone else was. The Fairies were starting to get surround by Phantom members, who were now motivated than ever before.

"Grr… We're surrounded." Erza growled.

"What do we do?" Cana asked. "They're getting closer…"

"We'll just have to fight our way out then!" Gray suggested as he got ready for another wave of Ice Magic.

Natsu was quick to regroup, but even he saw that this situation was getting pretty grim. Not only was his group demoralized, the injuries and Magic usage over the time had begun to accumulate.

"Shoot…!" He growled. He then lit his fists up. "Well, if I'm going down, I'm taking all of you bastards with me! Come on, right here, right no—"

 ** _"—Actually, Imma have to ask you not to kill yourself right now."_**

That made Natsu cease fire. Everyone else blinked a few times as a eerie voice was heard. As everyone listened for anything else to say, all of a sudden, Big Chill emerged from the ground, hovering above all the members as he deactivated his intangibility. Several people gawked at the moth alien, some being scared, surprised, and of course…some were happy.

"Ben!" Erza cried out.

"You're here! We may have a chance after all!" Gray grinned.

As the various members of Fairy Tail and Phantom Lord got closer to one another, Big Chill floated as he gazed at the faces of his comrades, as well as Makarov. His eyes widened immensely upon seeing his condition, which made him furious in an instant.

A random member from Phantom had then leaped from the crowd and at Big Chill; however, the Necrofriggian saw this coming from the corner of his eye. He cocked back his blue and black arm and caught the guy's face, grasping it tightly as he glared at him.

"You… All of you…!" He growled loudly. "How dare you destroy our guild hall, injure our guildmates, and now _injure_ our Guild Master!"

Clenching his hold on the struggling member's face, everyone's eyes then widened as his body was frozen solid, first from his face, and straight down to his feet.

"I will not let this fly… But for now, you lot will get to survive." He growled.

A couple more charged Big Chill from the side, but he easily glanced back towards there and exhaled a wave of cold air, freezing that portion of Phantom's forces. He received similar results like from the last guy, they were sent to the coldest of temperatures, freezing from their icy prisons.

"Another form with ice powers?" Loki rose a brow.

"I'm not complaining!" Cana smirked.

The Necrofriggian looked around him, smiling for a bit before a scowl etched on his black face and blue face. As he lowered himself to ground level, he tapped the Omnitrix dial, reverting back to human within a bright flash.

Most of Phantom's members, including Gajeel and Aria, were surprised to see his true form.

"…That appears to be the Take-Over Mage who interfered with Lucy Heartfilia's capture." Aria noted.

"Him? He's just a brat though!" Gajeel growled.

"Ben? Why did you revert for?" Erza asked, frowning.

"Well, I need to help you guys get out of here, of course." Ben rose an eyebrow as he took out a familiar device with a cube latched in. "And I need this to do so!"

"What…is that?" Natsu looked at it.

"Ask later, survive now." Ben simply said as he then quickly activated the Omnitrix and slapped the core down.

As another flash of green dissipated, everyone, mostly Phantom's members, gasped at seeing XLR8. The Kineceleran smirked as his visor dropped down, and he immediately began to zip and circle around Fairy Tail's members, creating a dome of dust by generating a centripetal vacuum. This forced Phantom's members to back away as XLR8 began to activate the device, shooting it at the group as he set the settings to its max.

"W-What the…?!" A member stammered.

"What the hell is that thing?!" One shouted. "Is that a Take-Over?!"

"What's happening?" Gray asked for himself and a bunch of others as he was consumed by the cube.

As the circulation from XLR8 finally ceased, the Kineceleran smiled as he picked the cube up and placed it back on the launcher. He waited several seconds for the dust to clear out, grinning behind his visor as he views a plethora of amazing reactions to him.

"I'd _love_ to beat all of you guys up, but I have to get out of here. So… Stay tune for your next beat down!" XLR8 then waved off as he sped out of the entrance way.

Back at the planks though, Gajeel held an interested grin as he cupped his chin. This turn of events just made things a bit more exciting in his eyes.

"So, that's the new Take-Over Mage they have, huh? Ben Tennyson… Looks like he'll be a decent guy to fight!" He grinned savagely.

* * *

 **…**

It didn't take long for XLR8 to race back to Magnolia. With Makarov's condition, Erza made it their first priority to get him treatment, so he sent Alzack and Bisca together to a place in the Eastern Magnolia Forest.

Inside Fairy Tail's basement, the majority of the Guild was sitting at various benches, taking this moment to rest and begin nursing the injuries they had sustained in the battle against Phantom Lord. The morale amongst most of the group was low, and for good reason. Makarov had been defeated and was very sick; in addition, they had to retreat, and that was only possible due to Ben being able to get them out.

As Macao, Wakaba, and a few other mages crowded around a table in hopes of hacking up a plan for a counterattack, Ben, Natsu, Happy, Gray, Elfman and Lucy were by a wall.

The latter was sitting on a barrel in dismay, as through the time and situation built up, she figured out the reason why Phantom was after her in the first place. It was a quite a shock to her when she found out. Once Ben had emptied out the cube launcher and released everyone, he grabbed Lucy from his base and brought her to the basement, to which she told them why she was a target for Phantom Lord in the first place.

Contrary to many people's belief, it turned out that Lucy was in fact an inheritor to a wealthy family, particularly: The Heartfilia Konzern, and more specifically, the Heartfilia Railways. However, her father, Jude Heartfilia, cared more about his work than his own remaining family, and it was because of his neglect that Lucy ran away from that household to become a freelance Mage in the first place.

Apparently however, Jude had now hired Phantom Lord to bring her back to him, for reasons unknown. That was the main thing that made Lucy and the others grumble their minds together.

Ben leaned against the wall while fiddling with the cube launcer. Since he rescued her from Sol and Juvia's clutches, her expressions and behavior have only gone down in a plummeting matter. It was obvious that she was blaming herself for this.

"Don't worry, Lucy." Ben reassured. "This won't go ignored."

That did little to help Lucy as her head sunk lower. "I know… But I still can't help but think that it was my fault all along..."

Seeing her expression, Ben sighed a little as he turned to everyone else. He first started with Gray. "So, what'd I miss actually? Did something happen when you guys went to Phantom?"

Gray nodded. "Yeah. Initially, we were handling ourselves pretty well against Phantom, but then the Master was taken down by unknown means when he attempted to confront Jose. After that, everything started to go down from there."

Happy then walked up, and was followed by Elfman. "Well, I guess that's what happens when you're rich? Still, why'd you hide the truth, Lucy?"

Lucy turned her face over. "I wasn't trying to hide anything… I just couldn't bring up the fact that I'm a runaway in a normal conversation. But if I hadn't run away…"

"Well, it's not your fault. It's your da—I mean Phantom's fault!" He said, trying to cover up his previous accusation.

"No. I mean, I've been gone for nearly a year and my father hasn't cared for me since I've left. Now, all of a sudden, he wants to force me to come home? He's done all those horrible things just to bring me back. I hate his guts! I despise him!" She then growled, before sighing.

"…I think I'll just go back home like he wants me to. Maybe then everything will be over." She assumed.

"Well, I'd say that it's not going to be as simple as that. I've dealt with people who act just like Phantom. They'll remember the humiliation they went through, and they'll want pay back. They won't give up from this." Ben then said, though he was merely telling the truth, and not trying to be mean.

"Yeah! And besides, I can't really see you playing the part of a princess in your house of a prison." Natsu admitted with a snarky smile. "Laughing with us in this filthy Guild Hall, going on adventures… Even if you freak out a bit."

"That's how Fairy Tail works out as. That's the life you chose to want." Gray added.

Natsu grinned. "You said you wanted to stay with us, so why would you ever go back to the place you ran away from? C'mon, who are you trying to kid? You're Lucy of Fairy Tail. You belong here, so no more running, alright?"

Lucy looked back up at Natsu, her lower lip puckering out and a few tears trailing down her face as she took his words to heart. She began to cry again, which actually made everyone nearby smile a bit. Ben smirked, while Gray, however, was rubbing the back of his head sheepishly whilst Elfman shivered in fear, wondering what to do.

"C-Come on, Lucy. Crying's not for you." Gray stuttered.

"R-Real men are weak against tears!" Elfman looked away. "Please, stop!"

…

…

Meanwhile, Cana and Mira were by the bar, trying to get a hold of the Guild's other S-Class wizards, particularly, Laxus and Mystogan, though the duo were a bit concerned about the condition and behavior of the former. Cana had a set of magical playing cards set up in front of her, trying to establish a connection with Mystogan… However, her attempts were to no avail, frustrating her as she threw her cards aside while groaning.

"Ugh… I can't locate Mystogan anywhere!" The brunette grumbled.

"Well, at least you tried." Mira sighed.

"If Lucy's their target, then Phantom will take advantage of this opportunity." Cana said. "With so many wounded on our side, we can't really spread out. We're sitting ducks basically."

Mira turned forward, her eyes closed in sorrow as she looked upon a lacrima. "As you've heard… The Master is seriously wounded and we're unable to locate Mystogan. You're the only one we can turn to. Please help us… Laxus."

Laxus frowned from within the lacrima screen as his face appeared. He then laughed at the face Mira was making however.

 _"Great, the old man got himself into some deep crap this time!"_ He then stared her down. _"But why should I help, he started this whole mess. You two are also big girls, so you deal with it yourselves!"_

"Laxus, please… We could really use your help right about now." Mirajane pleaded. "Fairy Tail's in danger of being destroyed."

"You're not going to help us?!" Cana barked.

 _"Of course not, you idiot."_ Laxus clicked his teeth. _"That old fart started this whole war, so why should I step in to clean up a mess that he himself started?"_

Cana snarled at his response. Mira tried once again, however her brow was twitching in anger as she did so. "Please, Laxus! Phantom's trying to take Lucy!"

He then lifted an eyebrow. _"…Lucy? Do I even who that is? Oh, you mean that new blondie? Ha… I'll tell you what then. If you convince her into being mine, I'll do whatever she wants!"_

"Why, you…! You damn pig!" Cana yelled in disgust.

Laxus snorted, before glaring at the brunette. _"Hey, why are you yelling at the person you're begging for help? Anyways, if the geezer survives, tell him he's done for and should hand over the title of Master to me!"_

As Laxus' laughter went into Mira's ears, the eldest Strauss had enough of it. With a fit of anger, suddenly, the lacrima shattered into tiny pieces, courtesy of Mirajane emitting her Magic Power. The white-haired woman stood there with her fists clenched and tears racing down her face. Cana, was quite shocked at her reaction.

"M-Mira?" She gawked.

"I don't understand… How can someone in our own guild be so heartless and cruel? …That's it, I'm going to help out!" She suddenly declared.

Cana then held her arm as the white-haired teen tried to march out. "Mira, please! …You won't be able to do much as you are now… Even if you _were_ an S-Class Mage once."

Mira glanced at Cana with tears streaming down her face. She knew that Cana was right, which only made her feel worse as she felt even more helpless.

However… It was then, out of the blue, that the ground started to shake violently.

"W-What's going on?" Gray stumbled.

Alzack then rushed through the main doors, anxiety written all over on his face. _"OUTSIDE!"_

Ben and everyone else who wasn't injured immediately rushed outside; only to be petrified in shock when they spotted the source of the shaking. Even Ben felt stunned...as well as interested, to see what the culprit was.

In Lake Sciliora was a large building with Phantom Lord's insignia. It was Phantom Lord's Headquarters sitting on a big chunk of rock, from it were eight gigantic legs that it rode on. The ground shuddered from under each step that the giant spider building took as it approached the shoreline in front of Fairy Tail's Guild Hall.

 _'…A robot? How cool—I mean, what the hell?'_ He shook his face.

"What the _hell_ is that?!" Natsu shouted frightfully.

"It's a Guild Hall with legs!" Happy said. "The thing's _walkin_ '!"

"I-Is that Phantom's?" Loki dared to ask.

Everyone's eyes were bulging out whilst their jaws hung low, their bodies frozen on the spot. What could they do against something of that size? Even Erza, Fairy Tail's Titania, was shocked beyond belief.

"…I did _not_ anticipate this. I didn't think they would go to such extreme lengths to attack us!" She shivered.

"Aw man… Why do all the bad guys have the cool gadgets for?" Ben groaned.

The Phantom Headquarters took one more giant step before it came to a halt, facing the Guild Hall of Fairy Tail. The building remained motionless for a short moment until a hatchway at the front was lowered, allowing a long metal barrel to steadily extend out from the hatch. Three total parts extended out for the cannon's barrel to completely come out.

As everyone stared at it for a moment, it was then that a mass of ghastly, dark blue energy started to swirl and amalgamate itself around the end of the cannon's barrel, growing more intense and brighter by the second.

This made Ben narrow his eyes. He knew from experience with Plumber technology that powerful weapons had a long timeframe when one was powering up. And from the size of the cannon alone, he figured that the blast from that cannon would not only destroy not just everyone nearby, not just the Guild Hall, but probably most, if not _all_ of Magnolia.

"This is bad…" Erza gulped. Turning around, she held a look of desperation as she opened her mouth to yell. **"EVERYONE, TAKE COVER!"**

"Erza?" Cana blinked. "What're—Wait, you're not planning on tanking that thing all by your—"

 ** _"It's Hero Time!"_** A certain brunet suddenly yelled.

Before she could answer, Ben rushed out past Erza. It wasn't even a conscious decision… At this point, he was running on his instinct to survive. What would be the best solution to counter this weapon Phantom had? How long would it take? These questions went in his mind as he ran forward, which made everyone's eyes nearly pop out.

 _"Ben?! What are you doing?! Get back here!"_ Erza yelled out in horror.

Ben ignored her plead, running towards the edge. "No… Erza, you and the others stay back! It's time I gave Phantom a piece of their own medicine!"

Gray looked at him in confusion. "What can you do?! That thing's massive as crap!"

Again, Ben didn't bother answering as he activated the Omnitrix. He gulped hard as he began to look for the alien he wanted. _'Alright Omnitrix… I could use a favor… A really_ Way Big _favor if possible!'_

Slamming down the core, all of a sudden, a bright emerald light blinded the area. However, as Ben appeared, he frowned upon looking at himself. He didn't appear to had transform into the alien he wanted.

Instead, he was replaced with a green humanoid grasshopper. He looked like a mixture between a grasshopper and a praying mantis, having a pair of large three-jointed hind legs that had a green film between the tibia and tarsus. His head had a large segmented horn and two smaller ones on the sides of his green eyes. He had spikes on the front of his forearms and on the back of his legs. Wearing a gray, green, and black overall suit, the Omnitrix dial was located on his stomach. The Fairy Tail mark was on his left shoulder.

"W-What… **Crashhopper**?! Omnitrix, are you kidding me?!" The bug alien shouted, before sighing. "Ugh… Fine then. Plan B it is!"

Before the crowd could react to his new transformation, Crashhopper crouched down, before performing an extremely high jump, pushing back dust clouds that blew into some of the members in his range. The guild mates of Fairy Tail looked up at him, wondering what he was going to do as he rose high into the sky, just high enough to be in the line of sight of Phantom's weapon.

Now floating for a moment, he narrowed his eyes as the dark energy in the barrel was getting larger in size. It was probably going to fire off within seconds, so Ben had to make his actions fast. Crashhopper then slammed his dial, wrapping himself in another emerald flash.

In his place then was a black humanoid creature with one green cyclopoid eye. Two antennae and a tail were extending from his head and waist. On the ends of his tail, antennae, and his four fingers were plugs. Down the middle of his body was a gray and white color scheme as the Omnitrix dial was placed on his chest, with the Fairy Tail mark was on his left shoulder.

 _'Let's see what **Feedback** will get me through…' _He mused to himself. "Ah… This is gonna suck."

The crowd now properly reacted in question to Ben's new form, their attention however redirected to the cannon again soon afterwards.

Black lightning rippled across the energy ball collecting at the end of the barrel, and with an earthshattering shockwave, a powerful bluish-black beam fired out from the cannon. It flickered a large black magic circle, the black energy flashing as Natsu and Erza attempted to run forward, with Gray holding Natsu back, while Mira held Erza.

 **"BEN!"** The two yelled in concern.

The beam pushed away the surrounding water with massive force. Feedback grunted as he thrusted his antennae, tail, and arms out. The Jupiter beam then collided with Ben, a giant flash blinding everyone for a second. Both the magical blast and alien lifeform met head on above the lake water as he felt like he was getting hit by an airplane.

Everyone looked up at Ben, who was basically a tiny bug compared to the large mass of energy that fired out from Phantom's massive beam weapon. However, everyone's faces turned to shock as all the energy began to siphon itself into Ben through his plugs.

Some moments passed, and Phantom's beam was beginning to lose strength. Feedback felt it and put a little more effort into his energy absorption as he pushed against the humungous cannon's beam for a little while longer.

As it soon began to dissipate, Ben's body began to produce blue sparks all around his body as he grinned in discomfort. Another moment later, and Phantom's energy beam had finally disappeared, letting Feedback absorb all of the energy released by it. Phantom's Headquarters stood still as Feedback began to fall, landing with a thud as a crater was formed at his feet.

"B-Ben?" Erza blink. "What did you just—"

"Alright, Jose… Let's see how you like it when someone fires a Jupiter Cannon at _you_!" He yelled out with an electrical sound in his voice. "What comes around, goes around!"

Thrusting his arms out, a bright mass of blue light flickered before a massive shock beam was blasted out from Feedback's sockets. An equally matched blue beam of size then began to launch right back at Phantom's Headquarters, entering the barrel. A short moment later, a massive explosion came out from it, causing the barrel to explode as half of it fell into the water. The surrounding area was also partially damaged as well, with scorches of flame on the entire domain of the affected area.

When the smoke and ocean vapors cleared out after several more seconds, the Jupiter Cannon was charred and fractured in various locations. Feedback, who was breathing hard from all of that sudden energy absorption and release, grinned with an immense feeling of fulfilment.

The Omnitrix dial then began to glow red and beep, flashing a few seconds later and reverting Feedback back to Ben. The Omnitrix wielder turned his face around, giving his fellow members a goofy smile and a thumbs up. Erza and Natsu then shouted his name out again. Natsu reached him first, helping him up.

"I… Wow…" Elfman was speechless, as was everyone else.

"…He actually stopped it. Holy crap!" Cana grinned.

"A form like that, being able to absorb all of that Magic Power and fling it right back? That's crazy!" Alzack chuckled.

"That was quite a show you placed on, young man!" Erza hugged him. Ben's eyes widened, but he let her continued for a little while longer.

"So… Why didn't you tell us you had that transformation?" Gray then asked. Ben knew it was coming, so he sighed a little as Erza released him.

"…I wasn't _actually_ going for Feedback. I was going to use something that was relatively safer, but… The dumb watch conked out on me. Figures." Ben rolled his eyes as he lifted arm.

Suddenly, before anyone else could comment on this epic moment, the voice of Jose echoed out from a PA system at Phantom's Headquarters.

 ** _"A shame that a Take-Over Mage of your caliber chose to join Makarov's Guild…"_** He first said. **_"You interfered with our capturing with Lucy Heartfilia, and for that… I am most unpleased."_**

 ** _"And well now… It seems that your one-time ticket for salvation has expired! And I have more where that came from! If you don't want to face anymore of my wrath, surrender Lucy Heartfilia immediately, Fairy Tail!"_** He then demanded.

"Wow… What's gotten him all riled up?" Ben wondered. "And does he really think he can say that after his main weapon got fried?"

"That's not gonna happen, and you know it!" Alzack yelled in response.

"What kind of Guild would hand over one of their own to a monster like you!" Bisca added. "Take a sock to it!"

"You hearing us, you clown?! Macao shouted. The other Fairy Tail mages spectating in the back agreed and began to rally. "Lucy's staying put! She's one of us!"

 **" _I won't ask again!"_** Jose said, his voice bubbling with anger. **_"You don't have a choice in the matter!"_**

"We would never betray one of our own!" Erza roared. "You'd have to _kill_ us first!"

"I-I'd prefer not to die, thank you very much…" Ben chuckled weakly.

"And you can stop asking now, because we're only gonna give you that answer!" Natsu shouted in fury. "We're gonna claw and take every single one of you guys down for the count!"

All the Fairy Tail Mages began to roar in agreement, even Ben to a degree. Their answer was final, and nothing would change that. Going out with a fight was their decision, and it was their final choice. Meanwhile, Lucy sobbed and placed a hand over her mouth. Her heart was moved by her Guild backing her up, even to the point of risking their lives.

 **"… _IF THAT'S WHAT YOU WANT, THEN I'LL GIVE YOU A SECOND DOSE OF JUPITER!"_** Jose roared through the speakers. _**"In fifteen minutes, you'll all be annihilated!"**_

"No way…" Elfman gulped. "Again?"

"How are we gonna respond to a second wave?" Cana asked. "Ben?"

"They're gonna fire it again?" Loke stuttered. "Give us a break!"

Without warning while everyone was now panicking again, hordes of black phantoms flew out from the building and swarmed toward Fairy Tail. They all resembled robed Grim Reapers, having dark bodies and glowing red eyes.

 **"** _ **You're in quite a pickle now, are you not?"** _ Jose chuckled. _**"There are only two ways this will end. Either my Shade Trooper swill rip and tear you all to nothing, or you'll be blown away by Jupiter!"**_

"Or… We can just destroy Jupiter and take you out." Ben retorted. "How's that?"

"…It's as plain and simple as it gets." Natsu grinned. "Fifteen minutes? Plenty of time."

"Are you kidding me though?" Macao yelled. "If he fires at us again he'll be killing his own comrades!"

"Yeah! Who would do something so stupid?" Wakaba added.

"No… He'll do it." Cana replied, which made Macao and Wakaba's jaws drop in response. "Those Phantom soldiers are creations of Jose's Shade Magic. They're not humans, so it won't matter if they're destroyed. They'll just come back."

Ben turned to Cana in intrigue. "Soooo… You're saying that those things are like ghosts?"

"Not the problem here, Ben. We gotta do something to take out that Jupiter Cannon. We've got fifteen minutes."

Natsu smirked, knowing it was his time to shine. He then broke off into a sprint, leaping off the cliff side. "Happy!"

"Aye, sir!" The blue cat yelled, grasping his back and bringing him into the air.

"I guess we should go too." Gray grinned. "Ben, Elfman!"

"A real man will get the job done!" Elfman yelled.

"I got it. The Omnitrix should be ready in a jiffy." Ben noted.

"I shall lead the defense out here then." Erza proclaimed as she drew a blade. "Everyone, we'll hold the line here against those Shade Troopers!"

The trio nodded at the redhead, and then proceeded to break off into a sprint toward Phantom's Headquarters. As they reached the edge, the Omnitrxi's red coloration flickered back to its green color, signaling that its Recharge Mode had been completed. Ben activated the Omnitrix, selected an alien, and slammed down the dial as soon as it happened. In a flash of green, Ben was replaced by Neurolizard.

"Alright, let's get over there!" He yelled, activating his psychokinesis.

Neurolizard hovered and flew over into the air first, before capturing Gray and Elfman, grabbing them within his aura. The three then soared toward the castle that was standing on legs.

Erza turned her look to the masses of ebony ghost hordes that were swarming toward the Guild. A pair of magical swords appeared in Erza's hands as she got into a battle stance.

"We will not let those things destroy our Guild Hall!" Titania shouted. "Fight for Lucy, for Master Makarov, for our Guild!"

The wizards of Fairy Tail all roared in response.

The first phantom at the head of the attack, Erza slashed through it. It disappeared in a black haze, leaving her face glaring at the others as they started to charge at them.

"For Lucy, for our friends, and for Fairy Tail! Charge!" She yelled.

* * *

And now… Chapter Eight is complete.

Not much to say around here, other than that I'll be planning to implement some ideas that some users gave me for the remaining fights in this Arc. Mostly with Ben and the like, but we'll see how it goes.

For Feedback and the Jupiter Cannon, I'd figured that… Seventeen-year-old Feedback was able to absorb the energy from the Anihilargenesistoriafimiaorgost, and that was enough energy to create/destroy an entire universe…

I think a twelve-year-old Feedback would at least be able to absorb the Jupiter Cannon's beam.

Well, not much to say, other than look forward to the next chapter! Please tell me what you've thought of this, and I'll see you all later.


	9. Jupiter Genesis (Phantom Lord III)

**This Chapter has been re-edited as of February, 2019!**

Hello, another remake! And if you didn't notice… This is around 19,000 words long. Jesus!

The old battles I implemented for the Phantom Lord Arc were way out of hand before, and when I mean that, I mean they were short, bland, and outright lazy. I literally simplified them.

So, these fights will get their proper respect. All the dialogue, and all the action! I didn't really want to include the Lucy capture scenes, as they don't take place where Ben and the others are. That's not to say that they don't happen in the background however.

Besides that, there really isn't much to say. So, let's get started!

As usual, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading to you all!

* * *

 **Chapter 9:** _Jupiter Genesis_ (Phantom Lord Arc Part III)

 **…**

Meanwhile, whilst Neurolizard was busying flying over Gray, Elfman, and himself towards Phantom's Headquarters, Natsu was attempting to destroy the barrel even further, slamming his fiery fists into the giant metallic cannon. He was having no success of course, which was obvious with something this big and hard. Even when he noticed the cracked and scorched areas created from Feedback's old switcheroo blast, the material of the darn thing was just too hard for him to break.

Natsu snarled in aggravation. "Ugh, I'm not making a dent in this thing!"

"I think the best idea might be to destroy it from the inside then?" Happy suggested. "It seems that way to me."

Natsu ceased his hitting as his face brightened in realization. He looked back at Happy, grinning. "Oh, heck yeah! That's way more fun that taking off a flimsy old cannon barrel!"

"Even though you couldn't even scratch it?" Happy whispered to himself, snickering a bit.

The Dragon Slayer and flying cat advanced to the end of the broken cannon and swung themselves over into the barrel, landing with an echoing noise as they stared into the inside of the massive weapon.

"Alright, let's bust something up!" Natsu said.

"Aye, sir!" Happy agreed.

The duo ran down the dark, furrowed tunnel toward a bright light at the end, which in turned was the location for a surprising object. When they reached the other end, they were in a massive room filled with several circular lacrimas. In the center was a huge lacrima with a grayish tint. Circled around that one was four smaller red, blue, yellow, and green spheres hooked onto the walls around it. Situated on the ceiling was a big clock with Roman numeral numbers, which looked like it was about to change sooner enough.

And… Speak of the Phantom.

 ** _*Click!*_**

 _"Eleven minutes until Jupiter fires."_ A synthesized female voice said over the PA.

"Phantom must be using that lacrima in the middle to generate and gather Magic Power." Happy guessed. "And… That's a lot of energy."

"Yeah… But why the need to have such a large one for?" Natsu then wondered.

"It's because weapons like Phantom's Jupiter Cannon are Magical Focusing Weapons, which don't fire regular ammunition like bullets or shells." Happy answered. "These kinds of armaments instead utilize concentrated amounts of Magical Energy to serve as ammo instead."

"…I didn't get any of that, but we pretty much just have to destroy that lacrima then, right?" Natsu admitted.

 _"Yeah… But I'm gonna let that happen."_ A voice then replied to them, coming from the floor of the interior.

Natsu and Happy looked down to see a man with long, two-toned hair of black and white that was tied up into a Japanese-style top knot on the back of his head, with the black portion overlaying the front and left side of his head, leaving the smaller white portion concentrated on the left, with the top knot also having the two separate colors correspondingly.

He was garbed in a ninja-like attire, consisting of a long, orange reddish Karate gi-like cloth, held closed by a black belt, with prominent reddish fur around the collar, and with the sides being made of thick fishnet, with other, looser fishnet appearing on his forearms, with his robe's sleeves being rolled up. His attire was completed by a simple shirt appearing from under his gi, and a pair of loose black pants tucked inside simple black boots. He also carried around a simple katana strapped to his left hip.

"A guard?" Happy first said.

"It doesn't matter to me. Anyone who gets in my way is gonna get fried!" Natsu growls.

Natsu's opponent remained still, replying with a confident smile. "I don't think so. Just try me!"

"Geh, I don't have time for this. Get out of my way!" The fire mage ordered as he blasted down at him with a flaming fist.

While it looked like it was going to connect, all of a suddenly, Natsu was taken by surprise when he was suddenly hit… However, not by his enemy, by his own fist of fire, which made Happy frown.

"Why did you hit yourself for?!" The cat asked.

"I didn't though! What the heck?" Natsu grunted. He then regained control while in midair and landed on his feet. Natsu glared back at the ninja-garbed man. "What'd you do?"

"From what I see…" The Phantom Mage remarked. "Is the one in your way is in fact, yourself?"

"What do you—"

 ** _*Click!*_**

 _"Ten minutes until Jupiter fires."_

"Never mind. Like I said before, get out of my way!" Natsu ordered. "I have something to smash!"

"If you can shatter that lacrima, then we're home free!" Happy noted.

"You can certainly try, like I've said before. However, I'll keep stopping like you like I've been doing so as well." The black and white haired Mage threatened.

Natsu's fists were shrouded by fire, his ferocity growing stronger. "Piece of… I'm running out of time! Back off!"

Crouching low, Natsu then leaped into the air and towards the enemy wizard with his fist readying to be flaming hot. As he cocked it back to get ready for a punch, all of a sudden, the Dragon Slayer punched himself again and sent himself careening to the side, smashing into the floor for a bit before standing up again.

"Again?" Happy blinked in concern.

"Ugh… What's happening? Why am I slugging myself for?" Natsu asked himself as he rubbed his cheek again.

"Forget about it! We need to destroy the cannon!" Happy then yelled, however ignored Happy as he went to give a glare at the enemy in front of him. "Natsu?!"

"C'mere, you bastard! I'll show you up!" The Dragon Slayer scowled as he charged over once more.

The Phantom Mage only stood still as Natsu closed the distance between then, though this time, Natsu could see what was actually happening. Right as his fist was about to make contact with his enemy, a reddish-orange magic circle appeared in front of his body.

As a result of that circle, it was then that Natsu's eyes gazed at the flames in his hand. They began to make him spin around, eventually dragging him away from the enemy Phantom Mage and throwing him into a wall.

"What?!" Happy then noticed as well. "He spun his fire?"

"Correct." The gi garbed Mage smirked, before bowing a little. "I am **Totomaru** , a master of the element of fire."

Natsu growled as he stood up from the debris. "Grr… You're one of those _melon-mental_ guys, huh?!"

"Natsu, he's one of the Element Four…" Happy corrected. "You should at least try to bother remembering."

"And any flame is under my control, just to let you know." Totomaru then said. "I'm the worst enemy for any Fire Mage."

"You serious… Give me a break." Natsu said as he wiped some soot off from his face.

"Oh, but I'm being completely serious. It doesn't matter what kind either. Magical, natural, _any_ flame is under my control." Totomaru boasted.

"Oh yeah?! Then let me tell you something, buddy! My flames are _mine_ to control!" Natsu retorted. "I'll prove it to you!"

"Then I'm afraid things will go poorly for you then, Fire Mage." The black and white-haired man then said.

While the two were bickering with one another, it was then that a loud beep was heard through the area. All of a sudden, the differently color lacrimas on the walls began to brighten lustrously as Magic Power was collected inside of them, surging with a continuous glow. Then, the energy from each of the four began to flicker, traveling from their circular bases as they flowed out from them and into the much larger one in the center of the room.

"Crapbaskets!" Natsu gasped.

"It's gonna fire soon!" Happy cried out.

 ** _*Click!*_**

 _"Five minutes until Jupiter fires."_

 _"It's almost time to savor the moment." Totomaru smiled._

 _"Natsu, come on!" Happy yelled. "We've gotta destroy the lacrima before it's too late!"_

 _"No need to tell me twice!" The Dragon Slayer barked._

Totomaru then grinned, a reddish-orange magic circle appeared in front of him. "You better watch out!"

 ** _"Blue Fire!"_** He then casted while exclaiming.

A torrent of blue flames discharged out from the Element Four's magic circle, hurling itself straight toward Natsu. The Dragon Slayer wasn't worried of course, responding with a grin as he opened his mouth and breathed in deeply right before the flames from Totomaru reached their target. Absorbing the flames, Natsu grinned, before smacking his lips in interest.

"…Woah. That fire of yours was cold! Huh, never tasted flames like that before." Natsu admitted.

It was that Totomaru's eyes narrowed upon recognizing his opponent. "So… It's you. You're the Dragon Slayer of Fairy Tail. Well, this is going to be a predicament for the both of us then."

"Huh?" Natsu tilted his head.

"Flames won't work on either of us." The Phantom Mage explained.

"Hey! I haven't even hit you with my flames yet! You can't say it doesn't work if you've never tried getting roasted by my fire!" The Dragon Slayer then argued.

"And like I've said before, that'll never happen. Give me your best attempts; the end will be the same." Totomaru then gestured Natsu into attacking him.

"Fine then!" Natsu growled. A moment later, he began to breathe in deeply as a magic circle flickered in front of his mouth. **_"Fire Dragon's…"_**

"I told you, you idiot!" Totomaru then retorted as he summoned a magic circle in front of himself. "It's pointless to—"

 ** _"—Spit!"_** Instead of a Roar, Natsu then began to spit at Totomaru, drenching him in a disgusting layer of saliva.

"…Really?" He grunted.

"Ha! Got'em!" Natsu chuckled in a mischievous matter. Before he could make his next move however…

 ** _*Click!*_**

 _"Two minutes until Jupiter fires."_

"Natsu! Come on, stop fooling around!" Happy scolded Natsu. "We're running out of time, seriously!"

"You'd better listen to your feline friend, Dragon Slayer!" Totomaru growled, before generating another magic circle in front of himself. **_"Orange Flame!"_**

The moment he uttered its name, a conflagration of orange colored flames launched itself out from Totomaru's circle and shot forth in Natsu direction. And like before, Natsu grinned hungrily as he opened his mouth. However, as Natsu inhaled the fire this time, his eyes nearly popped out in disgust. Compared to the other flame that Totomaru hurled at Natsu, this one was disgusting in its taste, enough to make him writhe so much that he tried to throw it up.

"Ugh, yuck! What the hell kind of flame was that?! Tastes like rotten fish!" Natsu barked at Totomaru accusingly, which made the latter chuckle in amusement.

"Hehe… That fire tasted like an old mop dipped in rotten milk, huh?" The Phantom Mage compared.

"That was dirty, you cheap bastard!" Natsu retorted.

"And what, spitting at my face wasn't?!" Totomaru barked back.

"Yeah, you piece of—"

 ** _*Click!*_**

 _"One minute until Jupiter fires."_

"Natsu! Destroy it, NOW!" Happy ordered.

"Alright, no more fooling around!" Natsu shouted as he charged at Totomaru again. "Guess we'll settle this the old fashion way!"

The Dragon Slayer was first to attack, charging at his opponent as he threw a right hook. Totomaru was quick to dodge to the side, which prompted Natsu to then lay low and go for a low-kick, however, Totomaru dodged this attack with grace as well.

"A fight without the usage of Magic? That's perfectly fine then!" Totomaru grinned as he leaped back, and then backflipped on top of a gigantic kit of cogs on the back side of the room.

Grasping the handle of his blade, Totomaru made a quick dash, appearing right in front of his opponent. Taking his blade from its scabbard in one fell swoop, he slashed his blade at him. Luckily however, Natsu was quick to react, limbering from its range by crouching down.

Totomaru quickly made his next move however, and appeared in front of him again in an attempt to slash away at his opponent with his blade, with Natsu reacting in an appropriate fashion, skipping back before going into a backflip.

Expecting his enemy to back off again however, Totomaru quickly made another attempt at Natsu, charging forward with his blade cocked back to make another move at him. However, Natsu had expected the same result in mind, and promptly grinned before kicking Totomaru's blade right out of his wrist.

The katana was sent skyrocketing away while spinning uncontrollably, only to halt in its movements as it struck the main lacrima sphere in the middle of the room, with cracks forming around the blade as it embedded itself. Natsu smirked at his handiwork, at the same time while Totomaru only frowned in annoyance.

"So, you managed to fool me and disarm myself. It doesn't make much of a difference if you only made a dent in that lacrima however!" The Phantom Mage growled.

"Maybe… But now that you don't have that sword of yours, this means I've got the advantage now!" Natsu countered.

He then lit up his fists with fire and charged at the enemy Fire Mage. He assaulted Totomaru with a flurry of flame enhanced punches and kicks, but Totomaru was able to dodge his attacks without much effort.

Appearing behind him in a flicker of speed, Totomaru growled as he made Natsu's flaming fist slug himself again. "How many times must I say it?! You won't hit me with your flames!"

However, it was then that Totomaru's eyes widened as Natsu growled loudly. Inhaling and flickering a magic circle, Natsu fired off a Roar. The Elemental Mage expected his attack to miss, but because this attack had a further attack range than his other ones, Natsu's spell managed to inflict a modest amount of damage, leaving him with a few scorches on his body.

 _'What? This guy… He extended his range of attack so that his spell would hit me regardless if I controlled it!'_ He noted.

"Come on! Hurry, it's gonna fire any minute!" Happy urged.

Natsu growled in response to Happy's panicking. Letting out a war cry, he began to summon a large amount of flames into his hands.

"It's not going to be the same as last time! If I keep my distance, I'll be able to control your fire regardless!" Totomaru boasted, summoning a magic circle.

Natsu only responded by yelling louder as he held up his arms by his side, clenching his fists as his flames were becoming warmer and more prevailing, twirling above him like a tempest of wind. Totomaru looked at this spectacle with awe, only for him to focus back to controlling it. However, even with his Magic activating, he didn't feel any sense of control over these flames.

"What?" He observed, his eyes contracting from confusion. "What's going on? I can't get them to budge!"

"I told you…" Natsu muttered.

Suddenly, the flames of Natsu's Magic gleamed into a bright light, forcing Totomaru away as he covered his eyes from the brightness. He was shocked beyond belief that Natsu had dispelled his control over his flames.

"These flames are _mine_!" Natsu bellowed. "And it's gonna be that way for the rest of my life!"

The Dragon Slayer then yelled loudly, extending his arms as he shot out his congregated flames. Totomaru bounded to the adjacent of his attack to avoid the appendage of flames.

"Even if you have mastery over your flames, if you can't hit me, then what's the point?" Totomaru then grinned as he gazed at the missed flames.

"…Is that so? Well then, I guess you'll be happy to know that I'm not going to be targeting you then!" Natsu responded with his own haughty look. Clenching his fist, the swirl of flames suddenly morphed its edge into a hand.

"WHAT?!" Totomaru's eyes popped out.

The scorching hand charged at the lacrima, clenching into a fist as it slammed into the handle of the katana stuck in it. The strength behind the blow caused the blade to sink deeper into the spherical structure, and as a result, the cascade of cracks that had manifested from the blade from before grew around the lacrima ball, causing the collective energy inside to become unstable.

"Shit!" Totomaru cursed as it began to spark out of control.

It didn't take long for the machine to become unstable, and even explode into pieces a few seconds later on. As smoke was hazing off the and piles of rubble laid scattered everywhere, Totomaru retreated back to the cog he stood on earlier as Natsu and Happy stood on the floor.

"Hey, Toto-what's-it!" Natsu called out. "While I was fighting you, I remembered something about Fire Magic that someone told me about before… You can never control Fire if your heart isn't in it."

 _'O-Oh…_ _'_ Happy thought, realizing what Natsu was saying. _'He needed to figure out about Totomaru's Fire Control, and needed time to do that. Gosh… Now I feel a bit bad for trying to rush Natsu…'_

After saying that, Natsu grinned as he lit his fists on fire. "Now then, I've had enough of you taking control of my flames. If you keep doing that, you're gonna get burned eventually, pal."

Totomaru gritted his teeth, clenching his fists. "Why you little piece of…"

Before he could comment further however, all of a sudden, he lost his balance as the building began to shake violently. Seconds later, everyone looked around as Phantom's Headquarters began to settle apart and restructure itself into a different form. In the room with Natsu, Happy, and Totomaru, Jupiter's loading chamber had taken on a steep angle.

"What the heck?!" Natsu shouted. "What's happening?!"

"The entire Guild Hall is slanting!" Happy answered as he activated Aera.

"Are you serious…? He's awakening _that_ at this moment of time?!" Totomaru remarked with shock. "But there's no straight level of stabilization on this lake!"

"Stabl-what?!" Natsu looked over. "Whatcha mean?!"

The building shook again before Totomaru could retort, throwing the trio off balance and making them slam onto the floor. While Natsu's noggin was taking the frontal hit, Totomaru quickly stood up and grinned at Natsu and Happy.

"Ha…! He's doing it! That's it, we've won this! Fairy Tail will lose to us!" He proclaimed. "Phantom's Giant will now slaughter you all!"

* * *

 **…**

Over with Neurolizard and Gray and Elfman, the psychokinetic alien had finally arrived to Phantom's Headquarters, hovering above a balcony of one of the non-scorched areas that Feedback didn't destroy.

With a small exhale, the light within Nuerolizard's eye dissipated, releasing his hold on Gray and Elfman as they landed on their feet. Tapping his Omnitrix dial, within a flash of green, Neurolizard transformed back to Ben and stood by them, though while rubbing his temple in mild discomfort.

"Ow… So that's the consequence of using my brain power for extended periods of time, huh?" He groaned while looking back.

They got to where they wanted, however though there was a bit of trouble in the meanwhile, particularly with the fact that getting by a pack of Jose's Phantom Troopers that were flying around the building proved to be a chore. The trio were glad that Natsu had destroyed Jupiter before it could fire again, otherwise Ben would've had to drop Elfman and Gray mid-flight to give Phantom the old switcheroo with Feedback again.

As he turned back around however, all of a sudden, the structure of Phantom's Headquarters began to shake violently. They faltered, trying to balance themselves as the shaking was going by. Elfman grabbed Ben and placed him on his shoulder while grasping onto a nearby railing, with Gray doing the same.

"W-What's going on?" Ben asked. "Did Natsu go overboard and end up destroying the entire building?"

"N-No way…" Elfman gawked. "They're awakening the Giant of all things..."

"Aw, crapbaskets…" Gray added nervously. "Why that thing for?"

"…I'm going to assume that it's something bad, judging by how piss nervous you guys are looking. Mind explaining to me what the Giant is?" Ben cocked a brow.

"The Giant is the last resort and ultimate weapon at Phantom's arsenal. They're transforming their own Headquarters into a giant mechanical fighter." Elfman responded, gulping in worry.

The Omnitrix bearer's eyes widened. "Wait, really? Something in this world is actually mechanical?!"

He had to admit, that was a pretty impressive weapon, especially for a world like this that took a heavy reliance on Magic. Nonetheless, he shook himself out of his awe and focused back onto the situation.

"Uh, never mind. Questions for later…" Ben confessed. "We have to find Natsu and Happy. From what I remember within that scarring flash of light… The Jupiter loading chambers should be…there!"

Nodding as Elfman placed him down, he and Gray began to follow Ben through another entrance way, narrowing down a corridor and pathing down towards the Cannon Room.

…

…

Outside in the courtyard of Fairy Tail's Guild Hall, the Fairies all looked up in shock and horror. They were now blustered away as the structure of Phantom Lord HQ altered into a mammoth sized stone and metallic automaton with extensive pointed shoulders and a horned cranium. Innumerable amounts of Phantom Troopers circulated around the Giant in a ring like fashion.

As the building glowed with red eyes, Jose took hold of the PA system located in the control room from where he sat.

"Oh, great…" Cana whispered weakly. "They're bringing that in?!"

"Incoming, everyone!" Erza warned, a chill going down her back. "It's the Super Mage Giant Phantom MK II… Phantom's greatest weapon."

 **" **Kneel before me, you detestable brats! Bring me Lucy Heartfilia, or else! If you do not, then I suggest that you savor your last moments, because I will soon end your pathetic lives!"****

Erza glared at the giant mechanical warrior of Phantom. As she did so, the ring of Phantom Troopers all redirected their energy and efforts and turned their targets to the Fairy Tail Mages. While the Phantoms began to harass the Fairies, the Giant slowly began to make its way to Magnolia Town's borders.

"They're coming again!" Alzack yelled, reloading as he took aim at one Phantom. "Get ready!"

"It was already bad enough with the Phantoms! Now we have to deal with this Giant?" Bisca growled, reloading as well.

"We'll just have to focus all of our energy to protecting the Guild even more so!" Erza responded as she flashed into her Heaven's Wheel set. "Come, prepare yourselves!"

Cana pulled another set of cards. "Yeah! Just focus on these things for now! Natsu and the others will take care of the Giant!"

Wakaba and Macao then brought the crashing news as they realized what they were looking at. They glanced at one another, before gazing back at everyone else while sweat dropping.

"You can say that… But what about…?" Wakaba started.

"Yeah... What about his _motion sickness_?" Macao then finished, causing everyone to pale out at the realization of the situation.

…

…

In the wreckage of the Cannon Room, Natsu was lying on his stomach, his motion sickness now kicking in full throttle. His cheeks were all puffed up, probably full of vomit as Happy tried to nudge him.

"N-Natsu, come on!" He yelled. "You have to get up! You can't fall to your motion sickness at a time like this!"

Totomaru, who caught wind of this, appeared in a flicker above a pile of debris above the duo.

"Oh, what am I seeing here?" He smiled. "You have motion sickness, Dragon Slayer? You probably can't eat up flames in that state then, I assume?"

Totomaru then held out his middle and index fingers and crossed his arms in front of him, generating a brown and red magic circle. "This is the perfect moment to secure my victory! Take my ultimate spell!"

Happy gasped. "Natsu! No!"

"Prepare to die, Dragon Slayer! I've won this batt—"

However, before he could fire his attack, Totomaru was quickly taken off his feet as something tripped him. An instant later, ice crystals began to form around his hands and arms, projecting out in every direction.

"What?! Ice? What's happening to me?!" He squeaked while attempting to squirm around.

"Elfman!" Wildvine suddenly called out as he wrapped Totomaru's frozen body in a twist of tendrils. "Give us a home run!"

Spinning his body, the plant alien threw the Fire Mage at Elfman after a few seconds. Totomaru's eyes widened in fear as Elfman's arm did a Take-Over to his Beast Arm.

"If you're a man…" Elfman started. He then quickly blasted forward and slugged at the Phantom Mage, sending him straight through a hole in the roof. "You'll become someone who flies to the heavens and become a star!"

 _"That made no seeeeeense!"_ Totomaru remarked, before flying off into the sky with a flicker of light.

"And that's a Grand Slam! Game over, everyone!" Wildvine snickered as he reverted back into Ben.

He then came over to Happy and Natsu's side and offered a hand, to which the Dragon Slayer grinned as he accepted it. He quickly got back to his feet with a pull from Ben.

"You guys made it on time... Thanks." Natsu thanked the trio.

"That was so cool!" Happy remarked. "Gray! Elfman! Ben!"

"Come on, that was so pathetic, Natsu." Gray inquired, placing his hands into his pockets.

"If you were a real man, your motion sickness should've been sick of you!" Elfman barked.

Ben cocked an eyebrow. "…What? Come on, give the guy some slack."

Gray turned to him, shrugging in response before gazing around. "So… This is all that's left of Jupiter?"

"Aye!" Happy replied with a smile.

"Heh, good job then." Gray smirked.

Natsu suddenly smiled, though not from Gray's remark. "Huh? Hey, I feel better all of a sudden. The thing must've stopped moving!"

"I'll go outside and take a look then!" Happy offered, spreading his wings to fly away.

* * *

 **…**

Outside the Giant itself, as Erza and the others continued their ongoing battle with Jose's Phantom Troopers, it was then that some of the members of Fairy Tail began to notice something out of the ordinary being made right in front of their eyes.

"Hey, look." Alzack pointed out first "Are those letters? Wait, no…"

"It's… Wait, it can't be..." Bisca answered as she glanced over.

"It's a magic circle!" A purple haired girl wearing glasses exclaimed.

She was a slim young woman of average height with straight, long pale lavender hair with two bangs framing her face and her forehead being covered by her fringe. She wore a red ribbon on the back of her head. Her outfit was composed of a light-colored coat reaching down below her waist, a dark cravat tie around the collar, and tight-fitting dark pants tucked inside light-colored boots with dark soles.

That was Laki Olietta, a Wood-Make Mage of Fairy Tail.

Erza, who was still fighting in her Heaven's Wheel set, flew across in the air and slashed apart a few more Phantom Troopers before looking over. She then turned to the Giant engraving a light orange magic circle into the air, making her eyes widened in horror as she recognized the spell.

"That's the magic circle for the Abyss Break…" She muttered anxiously. "That's one of the forbidden spells. From the size of that magical circle, it could wipe out the entire city if completed..."

"We're gonna be in real trouble if that thing hits us!" Loki yelled.

…

…

In the meantime, Happy had taken in all of this sudden information as he flew back. He then informed the four that Phantom's Giant was beginning to complete and write out the magic circle for the Abyss Break spell. While initially shocked, everyone but Natsu managed to stay calm.

"What the hell?" Natsu yelled. "That's impossible for something like that to do!"

"Then we have no choice but to split up and find the source of the Giant's power. It's the only reasonable plan we have." Gray sighed.

"It's the only way we'll be able to shut it down before Magnolia goes down in blazes." Ben surmised.

"Man…" Elfman groaned while folding his arms. "Out from the frying pan and into the fire."

Natsu grinned, clenching his fists with a new sense of determination. "Alright then! Let's go and crush ourselves a Giant!"

"Yeah!" Gray and Elfman responded.

"Well, if we're going to do that then…" Ben then said as he activated the Omnitrix. "Then it'll probably be better if I do this."

Everyone else looked over to see Ben slapping the core down. After shuttering their eyes for a brief moment, Ben was replaced with an alien they've never seen before.

He was replaced by a small white humanoid creature that appeared to be a whole suit. He had green eyes and a green mouth. On his back was a square appendage resembling an MP3 player that connected to his ears like wires, and had the number ten on it. On the back of his forearms were green circle indents, and on his lower legs appeared to be cassette tapes. He wore the Omnitrix dial on his chest, and the Fairy Tail mark was on his left shoulder.

 **"Echo Echo!"** He yelled out in a high-pitched and robotic voice. Looking around, he then smirked. "Now then…"

Everyone stepped back in surprise as he split in two, and then into four, just like Ditto. "It's a bit dangerous to go alone, so I'll send each of our groups an Echo Echo."

"Cool!" Natsu grinned. "Now, let's go!"

…

…

A minute later, Elfman was seen roaring as he ran through a hallway with Echo Echo 3 on his shoulder.

"As a real man, it's my duty to protect Fairy Tail, even if it costs my life!" He declared loudly.

"You should really take care of mentoring your life as something a bit more important though…" Echo Echo 3 sweat dropped. "I mean, you can lose your life from the most unexpecting circumstances."

As the muscular man continued to horse around in the hallway the duo were going through, as his foot stepped on one particular tile he ran on, a large eye opened up. Echo Echo's eyes widened for a moment as he then heard something behind them.

"Behind us, Elfman!" He warns.

Sol then sprouts from the floor as Elfman turns around. He gives the green haired man a look, while Echo Echo forms a dark grin on his face.

Sol stares at Elfman creepily. _"Salut, Prendre Plus De Magicienne…!"_

Elfman then took off his jacket as Echo Echo leaped off his shoulder. "One of the Element Four! And… Uh…. W-What was that?"

"It's French, Elfman." Echo Echo replied. "Specifically, _"Take-Over Mage"_ , but it's really awkwardly—"

"NNNEEEERD!" Sol yells all of a sudden as he begins to tilt his body back and forth.

"Well… I mean, it's not really me who knows French, but it's the Omnitrix translating it into something that I can understand itself into…" The white alien grumbled.

Sol continued to move his body around as Elfman took a stance. "Hello! My name is Sol. Please, call me Monsieur Sol though!"

Elfman huffed. "Like I care! All I wanna know is how to stop this thing. This is great timing!"

Raising his arm into the air, a violet magic circle enveloped Elfman's arm, replacing it with a large, muscular black one. **_"Partial Take-Over! Beast Soul: Black Bull!"_**

This peeked Sol's interest, though apparently in a mocking sense. He squints his left eye towards the Take-Over Mage, grinning as he eyed his transformed arm.

"Oh? Do you believe that your right arm alone will be enough?" He asks, which makes Elfman frown. "Hm… Then I guess the rumors are true then!"

"Rumors?" Echo Echo blinked.

"It's nothing! Now, enough of your chatter, Phantom Mage!" The Strauss sibling dismissed the Sonorosian's question as he leaped forward.

Echo Echo sensed that Sol was starting to use a similar tactic, specifically from when he fought him with Juvia. While Elfman's Take-Over'ed arm smashed the ground where Sol stood on, the green haired mage simply leaped back, while beginning to backflip.

 _"…You had a little sister, correct?"_ He suddenly snickers.

"G-Grr…!" Elfman's eyes twitch, distracting him for a moment as Sol regains his footing and snaps his fingers, flickering a magic circle in front of himself.

 ** _"Sable Dance!"_** A whirlwind of sand began to blast out from Sol's magic circle, nearly slamming itself into Elfman. However, right before it could, the muscular man was suddenly pushed aside by a soundwave.

"Woah!" He yelped. As he landed on his feet, he quickly glances to his feet to see Echo Echo with his mouth open. "Hey, what was that?"

"Focus, Elfman!" The white alien warned. "This guy will try to get in your head by using dark moments in your memory. He tried to do that with me when I fought him before."

"…Before? What are you talking abo—" Sol bounced his body back and forth, but as he looked onto Echo Echo, the first thing that he noticed was that distinctive hourglass emblem on his chest, which made his pupils contract in anger. "Y-You…! Ben Tennyson!"

"Sup." Echo Echo grinned. "Ready for round two?"

"Shut it, you little pest!" Sol growled, sinking into the ground.

"Where'd he go?" Elfman began to dart his eyes around.

"Don't worry, I got him!" The sound alien replied, placing a hand on his earphone like ears. The sound of the ground rumbling soon gave him his answer as he looked behind himself. "Behind us!"

"Too late!" Sol however grinned as he popped out, a magic circle expanding out underneath the duo as he rose his arms. **_"Roche Concerto!"_**

Elfman growled in discomfort as the ground underneath them exploded. Due to being smaller, Echo Echo took a bit more damage, though Elfman was able to guard the smaller fighter as he grabbed his entire body and leaped back to safe grounds. He skidded back a few feet as Sol began to smile.

 _"Non-non-non…"_ He quickly muttered, before sinking under again. Before Echo Echo could react, the Earth Mage had traveled underground and resurfaced right below Elfman, constricting himself around his Black Bull arm.

"What the?!" Elfman gasped. "What a creep!"

 _"Salut!"_ The green haired mage greeted.

"I got him!" Echo Echo barked as he tried to open his mouth. As Elfman tried to pull him off his arm, the Sonorosian exhaled and began to scream ultrasonic waves.

 _"Non, Tennyson!"_ Sol growled. "I've already dealt with your meddling, so I'll be sure to pay you back!"

Suddenly extending his arm around Echo Echo's neck, he began to firmly grasp on it, causing the alien to gag as he threw him off Elfman's shoulder. All the while, the rest of his body reverted back to normal, the snapping of his body going back to place causing him to spin the air for a moment, before smacking Elfman in the face with a roundhouse kick.

 _'Ow! This guy's tougher than he looks!'_ Elfman grunted as he was sent back a few meters. Echo Echo landed on his feet as well, rubbing his neck in annoyance.

While the duo was trying to get reacquainted, it was then that Sol went on the mental offensive again. _"…By the way, you didn't happen to fail a Full-Body Take-Over and fail, causing yourself to go berserk?"_

Echo Echo growled in response, but as he looked over towards Elfman, his eyes widened as he saw that Sol's words had struck another nerve in his fellow guildmate.

 _"SHUT UP!"_ He screams, leaping forward in rage.

"Elfman, don't!" Echo Echo yelled out as he tried to grab him.

 ** _"Partial Take-Over! Beast Arm: Iron Bull!"_** The Strauss sibling exclaimed, another amethyst circle encasing his arm and transforming it into a large metallic one.

However, right as he was about to slug his opponent dead in the face, Echo Echo then noticed that Sol had simply bore a smug smile as he snapped his fingers. A moment later, a magic circle flickered right in front of him and constructed an earth statue.

The thing about it though was that Elfman immediately responded with a gasp, landing right in front of his opponent while hesitating to look upon the figure that the statue was meant to resemble.

The statue that Sol had created was shown to resemble a young petite girl with short, white hair and blue eyes. It wore a short, dark red dress with a white collar and bow. Up on its arms above its elbows, it wore gold rings with a pale pink fabric flowing down from them. It also wore tall, black socks along with brown shoes.

Elfman was shocked beyond belief, which reminded Echo Echo a bit of himself.

"…L-Lisanna!" He called out to the statue.

"Ho-ho! My apologies, but when you and Tennyson stepped on me earlier, I got a glimpse and caught a witnessing of the tragedy in your memory!" Sol looked over with a haughty expression.

"…Tragedy?" Echo Echo cocked his head.

"Grr… Damn you…" Elfman growled as Sol placed his hands on the statue's shoulders.

"What a _darling_ little sister you have. Where might she be right now though?" Sol asked, sass in every one of his words.

"Elfman, you had another sibling?" Echo Echo's eyes widened slightly, which made Elfman wince at his question.

"Ben… Now's not the time to—"

"—Oh, how rude of me not to inform you, Monsieur Tennyson! If I recall, Elfman's poor little sister is buried in the _cold, hard_ ground!" Sol responded before Elfman could shut Ben up.

"Wait, what?" This made Ben's eyes widen. "Crap… Elfman, hey! Don't let him get in your head!"

Elfman's will suddenly began to plummet, even to the point that his Take-Over had dissipated. "Lisanna…"

"Oh, such a poor little thing…! Why, oh why, Elfman? Why did you do such a cruel thing to her?" Sol then said, causing the statue's eyes to open up, though its left eye was just like its caster's.

 _"Hey, Elf-niichan…"_ It suddenly said in a feminine voice, which made Elfman and Echo Echo shudder.

"You… You…!" Growling loudly, Elfman closed his eyes as he clenched his fists. Echo Echo suddenly started to feel an odd amount of pressure radiating from his teammate as a giant amethyst circle began to appear in front of Elfman.

"Elfman?! What are you doing?" He asked.

However, it was then that his own answer was starting to show itself. While Elfman continued to usher a loud war cry, his body began to glow, the particle effects of Take-Over Magic starting to douse over his entire body, as compared to just his arms.

 _'No…! I won't go berserk! I have to do this!'_ Elfman yelled in his mind as he continued to concentrate his Magic Power.

"Oh? _Non-non-non…_ I don't think you should do that. Ever since you failed to do a Full-Body Take-Over with The Beast, have you not forgotten what happens when you go berserk?!" Sol then tried to get in Elfman's head again as he snapped his fingers.

Within moments, dozens of Lisanna statues were created, all of them around in various poses of sadness and misery, and every one of them staring at Elfman with dead eyes.

 _"Elf-niichan…!"_ They all began to utter.

 _"Have you forgotten what you've done?"_ Another muttered.

 _"You did this to me…! I'm not here anymore because of you!"_ One more yelled.

As much as Elfman wanted to complete his Full-Body Take-Over, the constant taunting from Sol and the sound of his beloved sister's voice began to distract him. Even with Echo Echo trying to snap him out of it, the pressure that began to built up eventually got to him, forcing him to fail the transformation.

"Gah…" Falling to his knee, Sol grins as his taunting succeeded. He approached Elfman and Echo Echo with a sinister look.

"You… Using his memories to distract him." Echo Echo growled as he began to open his mouth. "I oughta—"

"—You won't be doing nothing, Tennyson!" Sol quickly replied, rushing up to him to give the Sonorosian a quick kick to the chest. That caused him to fly a dozen meters back and land hard on his back.

Turning his attention to Elfman, Sol continued his mocking. "Now… You shouldn't do something that you can't. Even if Monsieur Tennyson here can perform a Full-Body Take-Over, it doesn't mean you can! But… Now that your Magic Power has gone down drastically…"

"You cowardly… Piece of…! If you're a real man, fight me fair and square!" Elfman barked.

 _"…If I'm a real man, you say?"_ Sol's left eye narrowed. _"Non-non-non… Well now, I can't ignore that…"_

Lifting his arms up, all of the Lisanna statues began to convert themselves into grains of minerals. "I don't believe that you are qualified to be determining what a man is…"

"What?!" Elfman's eyes widened.

"Not when _trash_ like you kills his own little sister!" Sol countered in a harsh tone.

"S-Shoot…" Echo Echo grunted as he started to get up. "Why is Echo Echo so fragile for…"

 ** _"Platre—"_** Forming his sand together, he grasped his right arm with his left as his right fist extended out towards Elfman, generating a large pale-yellow magic circle. **_"—Sonota!"_**

"Aw, son of a—"

Before Echo Echo could finish cursing, Sol laughs as he launches the giant plaster fist at him and Elfman, pummeling them and even causing them to crash out towards the wall, making the spell explode as it reached contact.

With the wall crumbling behind them, a large smokescreen was seen from outside the Giant. Several members glanced over, but it was from one of the Giant's fingers that someone's eyes widened in horror to what she saw.

 ** _"ELFMAN! BEN!"_** Mira suddenly screamed out.

"O-Ow… Wait, that voice…" Echo Echo rubbed his temple as he sat up.

"H-Huh?" Elfman got up. "I-Is that…?"

 ** _"ELFMAN!"_** Mira screamed out to her younger brother.

 _"W-What?! Why… Why are you there for, NEE-CHAN?!"_ Elfman yelled out as he and Echo Echo looked over to see Mira being hostage in between two of the Giant's gigantic fingers.

"What? Why's Mira there for?!" Echo Echo looked over.

"Ooooh…?" Sol suddenly crept up behind them. "So… That's your older sister? The eldest of the Strauss Siblings, the one called Mirajane, who was once feared by the appellation known as the **_She-Devil_**?"

N-Nee-chan!" Elfman called out to Mira.

"I've heard that she was quite fearsome for a while, but as of now… Her power is but a mere fraction of her former self. Another poor thing, how sad." Sol sighs.

"Why is she there for?!" Echo Echo growled.

"Well… She is there and is being punished for trying to deceive us. She tried to take on Lucy Heartfilia's form with her Transformation Magic. She will soon be crushed as a result." Sol answers in a playful manner, which only infuriated Echo Echo.

"Let her go!" Elfman demanded.

"I'd take her word for it, you piece of sand bastard!" Echo Echo growled as he started to stand up. "Otherwise, I won't go as easy as I did on you as last time!"

"Oh, but you misunderstand! With just a flick of my finger, I can make the Giant crush her in an instant." Sol quickly replied, making him shut up. "And now… Elfman, your elder sister will be lost right before your very eyes, just like your younger sister!"

"N-NO!" The muscular teen cried out.

"You can only blame yourself… You are an incompetent Mage who spouts words about being a man, while you yourself are a piece of filth!" Sol accused him, spawning a yellow magic circle.

"S-Shit! Elfman, watch out!" Echo Echo tried to warn him, only for the spell to hit Elfman dead on.

"…As a gentleman, I simply cannot forgive you. And so, I will judge you and your sins! Suffer through an eternity of torture!" He then yelled, clapping his hands together.

 ** _"Sealing Magic: Merci la Vie!"_** He casted, causing Elfman to start screaming as he grasped his temple. "You will be molded into the land, and will continue to drown in your abominable memories for the rest of your life!"

"ELFMAN!" Echo Echo screamed. As Elfman's screaming started to get worst, Sol's attention was taken off him for just a moment, allowing him to slap the Omnitrix dial and create a flash of emerald light.

Before Sol could react, a flash of green and marine blue zoomed by him and entered Elfman's body as stone started to appear from his feet. A small gaseous light flashed in front of the Take-Over Mage, before disappearing all together…

* * *

 **…**

In a stuffy gray void, Elfman's body floated about as he appeared deep down into his psyche. As his eyes twitched erratically, they slowly opened to have him see a bubble in the distance.

 _"That's… Me."_ He blinked, his body now standing upright as he looked into it, as if he were standing right beside that memory in itself.

Inside the bubble was a younger version of himself, crying in what appeared to be a small, makeshift tombstone for something. To his side, he caught wind of a younger Lisanna running over to him.

 _'Elf-niichan!'_ She called out.

 _"Lisanna!"_ The present Elfman called out happily. _"How are—?_

Though when he tried to welcome her into his arms, his eyes widened as she ran through his figure. She wasn't real… She was merely a phantom of his memory. It didn't stop him from being shocked however as he glanced back.

 _'Come on, Elf-niichan! Cheer up!'_ She tried to console his past self.

 _'I-It's my fault…'_ The younger Elfman sobbed. _'It's my fault that my parakeet died!'_

 _'No, it's not!'_ Young Lisanna tried to argue. _'It's not your fault, Elf-niichan. After all, all living things have to die eventually.'_

 _'All living things…'_ Elfman's younger self repeated her words. _'…Will die?'_

 _'That's right. It's unavoidable, that's how nature and life works.'_ The young girl explained. _'But… As long as you remember it, that parakeet should live on in your heart forever.'_

 _"In my heart…"_ Present Elfman smiled at her words…though his younger self didn't seem to agree, even pushing her away in anguish.

 _'Don't talk like you understand!'_ He cried out, getting up to run away.

 _'E-Elf-nicchan…!'_ She tried to call him out. However, as he ignored her, the young white-haired girl started to tear up, even cry a few seconds later to how mean her older brother was being.

Present Elfman immediately felt guilty for his past self's actions.

 _"W-Wait a minute, Lisanna! T-That's not it! At that time, I was… Huh?"_ Before he could explain himself, from the corner of his eye, he caught another young girl.

She had a gothic-looking, overly revealing outfit, donning a dark, skimpy sleeveless shirt adorned with some light curved motifs on the chest, a pair of leather shorts held up by a studded belt with a demonic-looking buckle and thigh-high boots with stiletto heels, each bearing a skull adorned by a flower on their upper front parts. She also sported a bracelet shaped like a demonic arm around her right wrist. She had most of her hair tied in a high ponytail on the back of her head by a massive dark ribbon.

 _'Geez…'_ She rolled her eyes.

 _"…Nee-chan."_ Elfman blinked in surprise. Much to prior believe, that was actually Mira, back in her younger years. A vast difference in appearance and personality to how she was now.

As this memory began to fade away, Elfman was ejected from the bubble, this time entering another one. This one in particular seemed to be a stronger and more remembered time, as this moment was depicted in color.

Hearing footsteps behind himself, Elfman recognized that he was in the same park that Levi and Shadow Gear were hanged off of. He heard a familiar voice behind himself immediately afterwards.

 _'…Fighting again with the others?'_ Lisanna, now in her present form, said to a slightly younger Natsu and Happy, who were sitting against the giant tree.

Natsu appeared to had woken up from a nap. _'Oh, Lisanna! You're back?'_

 _'Natsu was being really mean!'_ Happy accused his partner. _'He ate all of my fish!'_

Elfman started to recognize this particular memory however. _"Wait… Wait a minute. This moment was when…"_

 _'Hey, Lisanna!'_ His own voice called from behind himself. He turned around to see a slightly younger version of himself and Mira. This memory appeared to be fairly recent, around a year or so in time, as Mira still appeared in her tomboyish look.

 _'Oh, Elf-niichan, Mira-nee!'_ Lisanna, Natsu, and Happy looked over.

 _'We've got a job! It's time to go to work!'_ Past Elfman told her.

 _'Huh? But didn't we just get back from one?'_ Lisanna blinked in surprise.

 _'Yeah, but this one is an S-Class.'_ Past Elfman revealed. _'We're going as Nee-chan's backup.'_

 _'Say what?! Oh, come on! That's not fair, what the heck!' Natsu suddenly barked as he stood up._

 _'What kind of job is it?'_ Happy asked.

 _'It's an Emergency Subjugation. We're going over to suppress and defeat the King of the Monsters, The Beast.'_ Past Mira smiled with confidence as she glanced over at Natsu. _'You wanna come along with us, Natsu? It'll be good experience.'_

 _'Seriously?'_ Past Elfman sweat dropped. _'I object to that idea. A real man should be able to protect his family by himself!'_

 _'What? Come on, Elfman! Don't be so selfish, take me with you guys!'_ Natsu insisted.

Elfman's eyes widened as he began to remember how things were going to play out, his eyes tensing at his younger self.

 _"N-No! Don't go! At the very least, take Natsu and Happy with you all!"_ He yelled as he tried to run towards them.

However, try as he might, he was soon blasted out from the memory bubble, with it disappearing within a flicker of light as he tried to reach out to it. Before he could retort, he suddenly heard a low growl…which oddly, and ominously, sounded like his own, only deadlier and louder.

Embers started to show themselves as he turned around, and Elfman was immediately drawn into another memory bubble. This time…it was the worst one yet.

 _"No… Not this… I don't want to remember this!"_ Elfman cried out in horror.

In the distance, he could see an entire village all doused in flames and destruction. His eyes widened, but before he could walk on, another voice caught his attention.

 _"ELFMAN!"_ Mira yelled.

Turning around, Elfman's eyes were redirected to a humungous figure. Its mere size caused its body to be shadowed, with only some vague parts being revealed, such as a large set of razor-sharp teeth, multiple horns all across its body, and a menacing pair of glowing purple eyes.

This… Beast was seen walking around, its footsteps causing the very ground to shake. Elfman's eyes widened in absolute terror upon distinguishing this very creature.

 ** _"That's… Me?!"_** He revealed.

Mira was seen leaning against a stone wall, which seemed to be quite demolished. Even Mira, who was supposed to be cocky and confident, looked very concerned and worried for her younger brother. Her whole body was bruised up as she clenched her right arm.

 _'Elfman! Pull yourself together, fight it!'_ She tried to call out to him.

 _'Mira-nee!'_ Lisanna's voice called from afar.

Elfman looked up to see a large green bird. The feathers from its neck up to its head, wings and tail were lime green, dark green and pink respectively, with the tips of the wings possessing a pink-tint. It also had long, indigo talons and an orange beak.

Reverting her Take-Over, Lisanna appeared before Mira. _'I had everyone in town evacuate! What happened?!'_

Mira grunted as she attempted to sit up. _'You have to run, Lisanna!'_

 _'W-What?'_ The younger Strauss frowned.

 _'…I was careless. We were getting beat up pretty badly by The Beast… So Elfman tried to Take-Over the monster to protect me.'_ Mira confessed.

Lisanna's eyes widened as it darted at the massive figure. _'Oh my gosh… That's him? Elf-niichan?!'_

Mira nodded, albeit with difficulty. _'It almost worked, but in the end, The Beast was too powerful for him, and now he's lost control over his body!'_

 _'N-No way!'_ Lisanna grunted as she helped Mira up. _'Then what can we do to save him?'_

 _'…We have to get him to come to his senses before The Beast completely takes him over.'_ She answered.

Lisanna looked at the Taken-Over'ed Elfman. Glancing at her nervous sister, it was then that she let out a small sigh, before letting her down. Mira's eyes widened as Lisanna actually tried to walk over to Elfman in a casual manner.

 _'Lisanna?! What are you doing, come back here!'_ Mira yelled out as she watched her sister walk up to him.

Lisanna looked up at Elfman. _'Elf-niichan? You feeling okay? It's me, Lisanna, your little sister! Mira-nee is also here too, or have you forgotten her?'_

Elfman tilted his head as he stopped in front of them, growling lowly.

 _'…You couldn't have forgotten about us, have you, Elf-niichan?'_ Lisanna then gave the transformed Elfman a warm smile. _'We're a family, so we stick together when times get tough and we pull ourselves together to work things out! After all, me and Mira-nee both love you, Elf-niichan.'_

Present day Elfman however could only look over in despair. _"Lisanna… It's not going to work… SO RUN! RUUUUUUUUUUUUN!"_

Right as he cried that out, the past version of Elfman roared loudly.

 _'Don't be afraid, Elf-niichan! Come on, let's go home!_ ' She then quirked in a cheerful demeanor as she looked up at him.

The whole scene then went silent as Elfman swiped his arm at Lisanna, launching her off with such massive force. Mira's face turned to complete shock as she witnessed the scene, her bow that held her hair falling off as she screamed for Lisanna, who was flown towards another part of the forest in the area.

* * *

 **…**

Elfman's eyes gape as he falls to his knees. _"…No! It was all my fault… It was all my fault that she—"_

 ** _"QUIT TELLING YOURSELF THAT!"_**

While the Strauss continued to mope, it was then that he heard a squeaky, chirp like voice yelling out to him. A moment later, a bright green flash appeared next to him, revealing a small humanoid figure that slapped him in the face.

"W-Wha…? Who are…?" Elfman looked over as he was snapped from his senseless sobbing.

"It's me, Ben!" It suddenly said as it floated in front of Elfman with a pair of wings.

He was short, fairy-like alien with blue skin. He had purple fairy-like wings and blue hair that stuck straight up. He wore a green dress-like outfit with black zigzags. He had two, three-fingered hands and white gloves, and his feet had two toes on them. His eyes were green with feminine eyelashes, and he had pink markings on his cheeks and chin. He spoke with a high-pitched, trilling, feminine voice.

The Omnitrix was seen on his chest, with the Fairy Tail emblem on his left shoulder.

"B-Ben? How are you in my—"

"This form's called **Pesky Dust**! I can manipulate dreams, go into them, and even cause people to go to sleep!" Ben quickly answered. "Anyways… You've gotta wake up!"

"B-But that guy… He's right about what I've done, he's—OW!" Elfman was about to complain, but Pesky Dust slapped him in the face again.

"And like I've been trying to tell you for the past ten minutes since our fight with Sol… The guy taunts you with your bad memories, makes you lose your will to fight." He first explained.

"H-Huh?" Elfman blinked. "So…"

"And think about it. From what I've seen in your memory, do you really think Lisanna would be such a horrible person to say all of those things to you?" Pesky Dust then asked.

"N…No." Elfman slowly responded.

"See? And remember what she said before? Even if something's gone, if you cherish their memory… Then they'll never die. You should never make those around you cry." He then smiled as he lifted an arm up.

Elfman watched as a mirror popped up, showing the outside world. Elfman's eyes widened as the duo looked out to see Mira nearly to the point of tears.

"…Nee-chan. She's…" Elfman's brow furrowed. It was almost in an instant that his regular behavior came on about.

"Lisanna wouldn't want to you see you sulk around, and you shouldn't let your gentle big sister cry! What kind of man are you if you let that happen?!" Pesky Dust suddenly yelled.

"Yeah… I promised Nee-chan. I promised…that I would never make her cry again…!" Elfman began to stand up, his body starting to glow.

"…That's right. Keep your promises, keep your emotions in check. A real man tucks it all in, and does his absolute best to protect those around him!" Pesky Dust then said as he began to place a hand on his shoulder.

"That piece of shit… She made her cry. I'll make him PAY!" Elfman then roared. "LET'S KICK HIS ASS!"

Grinning, Pesky Dust snapped his fingers, making the entire scene flash into an emerald light. _"Show him what you're made of, Elfman!"_

…

…

Back out in the real world, Elfman's body was nearing a complete state of stoning, a single tear coming from his eye as the last bits of his face was about to be covered up.

"Elfman! Please snap out of it! I can't lose you too!" Mira pleaded, reaching her hand out as tears started to stream out.

Sol turned around, cackling all the while. "It's too late… Now, it is time for the critical moment!"

He began to watch with ruthless enjoyment as Elfman's face was covered up. He was just about to laugh, but before he did so, all of a sudden, a sudden light began to crack out from Elfman's stone prison.

"What…?!" His eyes widened, adjusting his monocle. "Impossible!"

Mira and Sol watched with surprised eyes as cracks of emerald green and yellow light began to seep out from the stone that trapped Elfman in place.

 _"Nee-chan…!"_ Elfman was heard growling.

"E-Elfman? Ben?" Mira blinked in shock.

"I swore I'd never let ANYONE make you cry again, Nee-chan!" He shouted out. "So why… Why are you crying for?!"

With a powerful explosion, Sol covered himself as shards of rock scattered all around. Mira shut her eyes, but as she opened them, she immediately felt her body weight being shifted out from the grasp of the Giant's hand. Her eyes widened as she suddenly found herself standing on a finger of the robot's arm, with XLR8 standing next to her.

"…Ben? What just happened?" Mira gawked at the blue and black alien.

"Well… Just take a look for yourself." The Kineceleran pointed towards Elfman.

"What do you—"

 ** _"WHO MADE YOU CRY?!"_**

Sol looked at him and chuckled as the light from his body started to get even brighter than before. "Oh please, you're not strong enough to perform a Full-Body Take-Over!"

However, it was then that he was then pushed back as Elfman's magic circle appeared, his body flashing to unimaginable levels as his entire body began to grow in size. Sol regained his stance as he looked at the new figure in the dust clouds.

"Oh dear…" He murmured in shock as he adjusted his monocle.

With the flashing of light dissipating, everyone took heed to Elfman's Full-Body Take-Over form.

Elfman was now at a staggering height, with his arms grown to be immensely longer, larger while also sprouting sharp claws. His body was covered in thick fur, with his abdominal and pectorals prominent in the middle. Elfman's white hair took on a mane-like appearance, his ears and canine teeth become pointed, as well as growing a pair of striped horns pointing upwards, starting from a plate on his forehead. His legs grew dark hooves, and he also gained a pair of protrusions sprouting from his shoulders, similar in appearance to his horns. The only semblance of clothing left was a pair of pants, but even then, Elfman's Fairy Tail insignia was still located on his neck.

Elfman's new form stood as Sol began to panic. "Oui, he did it! Oh, my word…!"

Mira then gazed upon her brother's form in amazement and shock. XLR8's face revealed a face of awe as his visor retracted, his eyes gleaming in surprise and excitement.

"Holy moly…!" He commentated.

"He's done it… A Full-Body Take-Over... **_Beast Soul_**!" Mira cried out as Elfman roared.

 _"N-Non, non, non!"_ Sol began to sweat. "With three non's, this is a misunderstanding! Y-You see, kind Monsieur, I gave you a harsh trial in order for you to conquer your painful memories!"

Elfman tilted his head, waiting for Sol to finish his nonsense. _"…Grr."_

"Well… I think I'll be leaving now. I bid you adie—" He attempted to say that as he began to step back, but Elfman nonchalantly waved his right arm forward, whacking him back comically into a stone pillar.

"Ouch." XLR8 winced.

"I hope you're still in control, Elfman…" Mira hoped.

Getting up, Sol growled as he leaped into the air. "Curse you, vile creature!"

Spinning midair, the Earth Mage, he did a few swipes with his fingers, generating a whirl of sand as another magic circle appeared. **_"Platre Sonata!"_**

He yelled out his familiar attack as another plaster fist launched from the circle. It collided into Elfman, exploding as it reached contact. While Mira and XLR8 seemed to be visibly concerned, something seemed to be perfectly fine to them as Sol then snickered. As he landed on the floor though, his hopes turning to fear however as Elfman waved one of his fists around, clearing up the dust cloud from the attack in an instant.

Sol began to shiver as a large shadow overran his own. Looking up, he saw a giant fist ready to slam its way onto him and the ground.

"Oh no… _Non… Non… NON!"_ He squealed as Elfman began to smash his fists into him.

Elfman then proceeded to punch his body into the ground several times, Sol's face becoming more bruised by each attack.

Mira then looked over, cringing at how savage Elfman seemed to be acting. "That's enough, Elfman!"

As she pleaded, her brother ceased his onslaught. After finally getting a chance to relax for a split moment, Sol's…soul then comically came out from his body, whispering off into the air. XLR8 cocked a brow in interest as Elfman looked at the pale pink spirit and dragged it back into Sol's body, lifting him up in his palm.

"A-At least let me stay unconscious!" Sol pleaded.

 _"Grr…!"_ Elfman growled, smacking him again as he responded with a small smirk.

"ELFMAN, STOP!" Mira then yelled.

XLR8 watched as her younger brother responded to her words, causing Elfman's eyes to turn white, his stitched scar replacing the other one as he rushed out of the building and left Sol on the ground, climbing onto the titan's side. He then climbed the titan's arm, stopping in front of Mira and himself. He seemed to had reduced in size, back to his relatively normal size in his human form.

"…So, you still in there, big guy?" XLR8 asked.

"Elfman, can you hear me? I'm worried… Please don't tell me you lost control again…" She asked worriedly. Her eyes then widened however as Elfman embraced her in his arms.

 _"I'm sorry, Nee-chan… I promised I wouldn't try another Full-Body Take-Over again… After what happened to Lisanna, I thought I never would…"_ He apologized, before hearing a chuckling sigh from XLR8.

"And there you go again, being too modest with yourself." He snickered.

Mira then teared up in hoy. "You're still in control…!"

"But this was the only way… The only way I could protect you and Fairy Tail." He confessed. His blue pupils returned to his eyes as he looked at her.

"Please, don't beat yourself up anymore. It wasn't your fault, you were just trying to protect us at that time…" She pleaded, with Elfman now reverting back to normal.

"Yeah… Lisanna is still here." Elfman smiled, gesturing to his heart while starting to tear up a little. "We promised to live her life out through the both of us, her memory in our hearts forever."

XLR8 couldn't retort at this, merely smiling as he reverted back to Ben 3. However, it was then that he noticed something, as did Mira.

"Hey… Does anything feel different to you guys?" He suddenly asked.

"Yes…" Mira looked about.

"Huh? What is it, Nee-chan, Ben?" Elfman asked.

Mira then looked down at the titan's drawing finger. "It's not drawing the circle as fast now…"

"Wait… The Abyss Break is powered by four elements… _Air, Fire, Water, and Earth_ … That's it! The Element Four!" Ben's eyes widened in realization.

"Elfman, Ben, how many are left?!" Mira then asked.

"Well, prior to this, we defeated Totomaru, their Flame Mage. With Sol now beaten, that means…" Ben started to get the picture together.

Mira then smirked. "That's it! The Element Four are powering the Giant! If we can take them down, then that'll stop the Abyss Break from forming!"

Elfman's eyes flickered at the good news. "Let's go then! Natsu and Gray should be inside the Giant trying to look for the other sources as well!"

"Come on, if we can beat them now, Phantom will have nothing else to beat us with!" Ben insisted.

The three then started to run off the Giant's finger, piling back inside its interior.

* * *

 **…**

In the Giant's right side, gray storm clouds were forming over its massive body. As Gray climbed through a broken window to get outside, it was then that he and Echo Echo 2 noticed that rain had started to pile up.

"Huh. When did it start raining?" The Ice Mage asked.

"…Raining? Wait, then that means…" Echo Echo 2 then heard footsteps confirming his thoughts.

"Drip, drip, drop…" Juvia let out, making Gray and Echo Echo turn around. "Hello. My name is Juvia, and I am the Rain Woman of the Element Four."

"…Well, hello. What a _pleasure_ it is to see you again." Echo Echo 2 smiled as he tapped his Omnitrix dial.

Gray and Juvia shut their eyes for a moment, only to see Ben 2 in his place. Juvia's monotone face turned into a frown for a second, before reverting back.

"…Tennyson-san." She recalled.

"You know this chick, Ben?" Gray asked.

"Yep. Fought her and their Earth Elemental when I was with Lucy." He replied. "She's their Water Mage, and quite a good one too."

"Juvia must admit to you, Tennyson-san. Juvia is quite impressed that your Guild was able to defeat two of the Elements." Juvia confessed stoically. "However, you must not underestimate the remaining two. Juvia and Aria, that is."

"Oh? Those roars from earlier must've been from Elfman then." Ben 2 glanced back. "That's cool."

"Alright, focus… Sorry, but if you're here, then it means that you're looking for a fight." Gray declared with a dead serious tone. "And we're gonna go easy just because you're a woman. Hurting our friends deserves an equal amount of punishment."

"…You into her?" Ben 2 whispered to himself.

A moment of silence passed while Gray and Juvia stared at each other. Ben 2 cocked a brow as he began to glance back-and-forth between Gray and Juvia's faces. The tension was so obvious that someone be torn by their seemingly intense glares.

"Uh… So, are we gonna fight or—"

Unexpectedly however, a whole-hearted blush appeared on Juvia's pale face, making Ben's face twirl in her direction as he gave her a weird look.

"Oh what." He blinked.

"W-Well then…" She turned around and began to slowly walk away, "Juvia has lost! H-Have a nice day!"

"O-Oi, hey!" Gray shouted in retortion. His eyes were bulging out from shock and confusion. "W-What's this all about? Aren't you here to stop us?"

Juvia ignored him as she continued forward. Her hand was placed over her chest, her heart thumping rapidly all of a sudden. Her breathing was becoming deeper and the blush on her face remained.

Ben blinked, before tilted his head in confusion. "Wait… Is she…?"

 _"J-Juvia, what's the matter with you?"_ Juvia muttered to herself. _"Why is my heart beating so fast for?"_

"H-Hey! Tell me how to stop this Giant!" Gray then yelled as he started to run after her. Ben 2 snapped from his confusion as he started to follow him.

Juvia stopped in her tracks. Her dark blue eyes were twinkling with an emotion she had never felt before. Ben's expression took a downturn as he felt something weird radiating off from that innocent-looking face that Juvia was making.

"I-I can't explain why… But Juvia wants to him to belong her. Juvia can't help herself!" She held out her hand and summoned a magic circle, encasing Gray in a sphere of water. **_"Water Lock!"_**

Without warning, Ben's eyes widened as the onyx haired teen groaned in pain, revealing an injury he had sustained in the fight with Phantom had been strained underneath his shirt.

"Gray! Juvia, let him go!" Ben called out to her.

"O-Oh no!" Juvia cried out, which made Ben frown again. "He's injured! I had no idea he was hurt! W-What should I do?! If I don't release him quickly, he'll—"

While Juvia continued with her ranting, Ben sighed as he turned to Gray. He was just about to activate the Omnitrix, but it was then that Gray gritted his teeth as he clenched his hands together, a magic circle causing the sphere of water to freeze and then shattered into tiny, sparkling pieces.

Gray landed on his feet, but he lowered himself to a knee to hold his aching side.

"G-Grrr…" He grunted.

"Gray! I didn't know you could freeze stuff like that. I was gonna evaporate the water for you, but that worked out better then I'd expected." Ben admitted.

Juvia however blushed again as he witnessed Gray's escape. "H-He escaped from Juvia's Water Lock all on his own. So… This is the power of an Ice Mage. How magnificent!"

The water mage began to have dreamy visions of her and Gray, the former being cradled in his arms while the two were in swimsuits. ' _Water…and Ice. This must be fate. Juvia has finally found her prince...!'_

Gray groaned as held his bandaged torso. "She almost got me with that. She's playing dirty…!"

Juvia held her beating heart cried out in happiness, another perverted thought flowing into her mind in response. _'D-Dirty? He wants to do such things with Juvia?!'_

"Are… You alright? You're way uncomposed as to before, Juvia." Ben sweat dropped.

Gray growled as he stripped off his white buttoned shirt, much to the Water Mage's delight and shock. "That freaking hurt…"

"D-Dude, I don't think you should strip. She's already going crazy as she—" Ben however gasped as he glanced over to Juvia, who in turn had a red face, and even a bit of blood dripping from her nose.

 _"— _He's taking off his clothes! Why is he stripping for, and in front of a child?!"__ She cried uncontrollably. _"I-I'm not ready for this, my heart isn't ready for such an intense scene!"_

Gray threw his shirt onto Ben, the latter who flinched as the Ice Mage got up and stood defiantly. "I'm not one to fight with a girl, but it looks like I'll have to make you surrender in the long run!"

"H-Hey! I'm not a clothes rack!" Ben retorted.

Gray then placed his right fist in his open left palm and held out his arms, which summoned a white and blue magic circle in front of him. "If you don't dodge this, it's gonna hurt you pretty badly!"

 ** _"Ice Make: Cold Bullet!"_** Making his hand into a handgun motion, out from his magic circle shot out a moderately sized piece of ice in the shape of a bullet.

Juvia, however, didn't attempt to dodge at all; instead, she shocked Gray as the part of her body that got hit turned into water as the bullet zoomed through her, essentially nullifying any damage. Juvia then shook her head, now looking back at Gray.

Gray gasped and stared at Juvia in bafflement. Ben blinked, before face palming. "Ack, I forgot to mention that…"

"Juvia's body is made entirely of water. Tennyson-san already knows that from experience." The blue haired mage explained. "A surprise to you, is it not? Drip, drip, drop…"

"Ben!" Gray looked over to him accusingly.

"I forgot!" Ben retorted as he began to activate the Omnitrix. "And stop looking at me! Focus on the enemy!"

"Yes… You are right, Tennyson-san…" Juvia mumbled in disappointment. "My love is also my enemy. We are on opposite sides of this war, as we are torn by our discord. But… Juvia will have to prevail. Farewell, my prince!"

Juvia then held out a hand and summoned a blue magic circle. **_"Water Slicer!"_**

Three water scythes immediately shot out from the magic circle. But instead of striking Gray, they hit the top of a steel pillar. The top half was swiftly cut into tiny fragments, making the Ice Mage shiver in response.

"Holy crap!" Gray looked over.

"As you can see, a forceful jet water can cut through the thickest of metals, even steel." Juvia educated Gray. "If you think of my attacks as mere water, you'll be gravely mistaken."

"I can see that… Alright, who I do choose?" Ben grumbled as he began to select an alien. "…Heatblast? No, she already knows about that one…"

In response, Gray quickly growled in displeasure, creating another magic circle that generated a long axe. **_"Ice Make: Battle Axe!"_**

However, even as Gray sliced his creation into Juvia's insides, the water that contained her body quickly connected back together. "Shit!"

"No matter how hard you try, the result will be the same." Juvia mentioned. "Your attacks will do nothing. Drip, drip, drop…"

Gray scowled in response. "Now what do I do? Ben, you ready yet?!"

"Trying to figure out a form that's good for this situation!" Ben yelled from afar. _'Though I'm a bit interested in seeing this relationship grow… No need to inform him of that though.'_

"It doesn't matter what you do now." Juvia stated, before giving Gray a pleading look. "But there is one way yourself. All we ask is that you hand over Lucy Heartfilia. If you do so, I can ask the Master to withdraw from this."

"I highly doubt that! With me destroying Jupiter's barrel and Natsu destroying the rest of it afterwards!" Ben retorted from afar.

"Exactly. Quit spouting that nonsense." Gray replied to the Water Mage. "Both of our Guilds are past the point of no return. And besides… Lucy is one of us, she's a member of the family. We'd rather die than hand her over to you."

"…That sounded awfully like a rejection." Ben mumbled to himself.

Juvia dropped her umbrella in response to his bold statement, though of course, she appeared to have misinterpreted his words. Her eyes were now twitching as she grasped her head. _'H-He'd give his life for her? Then that means… That means…! A LOVE RIVAL?! LOVE RIVAL! LOVE… RIVAAAAAL!'_

 _"Uh-oh…" Ben took a step back. "I'm not even sure what to use to stop her now…"_

 _"H-Huh?" Gray frowned._

Juvia began to scream loudly as she covered her face, writhing as she squirmed around in mental agony. "Such pain, such anguish! Why is such a cruel fate happening?! My heart… My heart feels like it's being torn to pieces! It hurts! It hurts!"

"W-What's wrong?" Gray suddenly asked in concern. "A-Are you sick or something?"

Juvia, in response to Gray's concern, ceased her crying. The sadness she was experiencing was now replaced by rage and heartbreak. Her empty blue eyes lingered over Gray's figure, with a creepy smile along with it for the ride.

 _"Juvia will not forgive her… She's not worthy!"_ She muttered in anguish, spewing water around her. _"I WILL NOT FORGIVE LUCY!"_

Gray stood in place and watched with a dumbfounded expression, a sweat drop falling down his face. Ben was scared for a moment, before recalling something as he narrowed his eyes in wonder.

"W-Wait… Erza told me about this before. In one of her books, this is called being a… What was it called again, a _yandere_?" He said to himself as he tried to remember.

A menacing aura appeared around Juvia as she turned feral, her body and the surrounding fog heating up as she blasted a beam of water in Gray's direction. _"LOVE RIVAL!"_

While still in his moment of confusion, Gray's eyes flickered back to reality the moment he was hit by Juvia's water. Skidding back a few meters, he suddenly felt a difference in this kind of water compared to her last attacks.

"It's… It's hot?" He noted, before turning back to Juvia. "What's your deal with Lucy?"

"What, is her Magic affected by her emotions?" Ben responded in a dumbfounded expression. "Pure fury causes her water to heat up?"

Juvia did not answer. She only fired another raging torrent of water at Gray and Ben. The Ice Mage quickly leaped in the air to avoid the blow, but Ben was almost boiled alive as he did a dodge roll, slapping the Omnitrix's core.

In a flash of green, Ben was replaced by a red, mollusk-like humanoid alien with a shell-like hood. He had a pair of green eyes, and behind his legs and on the top of his arms were small spikes that were grey. On his shoulders and legs, there were black spots, and on the palms of his four-fingered hands were portholes. Barnacle-like protrusions were seen on his shoulders, arms, legs as he wore a black and white uniform.

The Omnitrix dial was seen on his chest, with the Fairy Tail insignia imbedded onto his left shoulder as a detailed shelling as he completed a dodge roll.

Ben looked at himself, before clenching his fists. "Well… Not what I was going for, but **Water Hazard** should do the trick."

"Ugh, I can't form stuff fast enough with my Molding-Magic. Ben, you've gotta distract her for a bit!" Gray yelled out.

"That's going to be hard, as she's going _only_ for you." Water Hazard replied. "But I'll see what I can do."

The water torrent that Juvia blasted at the duo started to come back and circled around Juvia before being blasted back at Gray once again. The black-haired Mage leaped to the side; however, his shoes lost traction on the wet ground and caused him to slip toward the edge. He almost managed to plummet over, but he stopped himself before he could do so.

However, as he turned to sigh in relief, his eyes widened right as the torrent of water was about to slam in his face. Gray instinctively brought his arms up, but before the hot water could attack him, Water Hazard slid between the duo.

"Now then, let's fight water _with_ water!" He yelled, blasting streams of water from his portholes as he extended his arms out.

The scuffle between the two water users lasted for a few seconds, but eventually, Juvia backed off as she released her hold on her water spell, jumping to the side to avoid Water Hazard's continued streams.

"Woah… Hey, you've also got a water form? Thanks." Gray thanked his red friend.

"Thank me later, fight now." Water Hazard replied.

Juvia hung low as she muttered out to them. "…Ever since I was a young child, the rain has followed me. Within this rain, I cannot be defeated!"

She then growled as she brought her hands above her head, conjuring a giant magic circle. "Feel how Juvia's jealously boils over!"

"What?! Come on, don't bring me into this fit of yours!" Gray retorted, before seeing Juvia's magic circle spawn in a monstrous creation of water.

Firing off darts and spears of boiling water from her conjured water, Gray went along with Water Hazard as the red alien blasted his own capsules of water to counteract Juvia's. As Juvia's spell started to lessen in quantity, she clenched her arms, causing her spell to stream into a one giant torrent of water.

"Ben, get down!" Gray yelled.

Crouching, Gray gritted his teeth as he widened his stance, before conjuring up another magic circle above himself and Water Hazard. A large shield of ice quickly spawned in as a result.

 ** _"Ice Make: Shield!"_** However, even with his creation, the sheer temperature of Juvia's attacks caused his own shield to start melting away. "Shit!"

"I got it!" Water Hazard then said. Moving out of the way, both Juvia and Gray's eyes widened as the mollusk-like alien held his arms up. A moment later, right before Gray's shield was about to break, Water Hazard began to absorb the moisture from Juvia's spell, including the water vapor from the air through the portholes in his hands.

"Then…!" Juvia narrowed her eyes in focus as she began to conjure up another spell, however…

"Too late!" Water Hazard replied.

Right as he absorbed a large amount of moisture, he quickly dashed over to Gray and slammed his palms into the ground, creating a giant cloud of steam.

"Ben!" Gray then yelled out.

Juvia gritted her teeth as she blasted another beam of water into their shrouded forms. However, as soon as she heard a crashing sound, she immediately stopped. Soon, the steam from Water Hazard vanished away, leaving the duo missing from the scene. Juvia then noticed that the two were standing on top of a window, and that one of the parts were shattered open.

"…Quick on your feet, aren't you, Tennyson-san?" Juvia complimented Ben for a moment. "And Gray, my darling… How smart of you to use the opportunity to break out."

A warm smile was seen on her face as she gazed into the broken glass, blushing again in joy. "He's so wicked…!"

* * *

 **…**

A moment later, Gray and Water Hazard were seen running off in a dry hallway. There were windows on the sides, and even on the hallway's ceiling.

"Sheesh… That chick was a handful! We've got no time to be messing with her." Gray huffed. "We've got to find a way to stop the Giant!"

"Well, it seems to be slowing down a little, and Juvia mentioned that we defeated two of the Elements. Maybe it has to do with—"

Before Water Hazard could finish, all of a sudden, a flood of hot water broke through a window on the ceiling, carrying Gray off his feet while Water Hazard merely looked over as he started to float.

"Shit, that's hot! It's scalding my skin!" Gray yelled.

"Hang on!" Water Hazard turned around. Clenching his arms and rocking them back, he began to propel himself using his streams of water, blasting through a window in front of Juvia after grabbing Gray.

"This is it!" Juvia then yelled as Water Hazard and Gray were seen hovering in the air. She let out a war cry as she fired off another torrent of boiling water.

"Ow… Ben!" Gray called out.

"I got it! Do your thing!" Seemingly knowing what Gray wanted to do, Water Hazard began to activate his hydrokinesis, blasting down towards the stream of water.

Twirling in the air for a bit, the alien then grunted loudly as he threw Gray straight at it, to which the Ice Mage winced as he placed his hands into Juvia's boiling water.

When his hands first made contact, Gray conjured a magic circle and instantly began to freeze the water into a large rod of ice. _"Freeze!"_

"Eh?!" Juvia's eyes widened "It can't be! You plunged your hands into Juvia's water?"

As he fell into the boiling water, his palms then flashed as he froze the entire sphere, the water splashing up as it began to freeze. Gray then landed on his feet, closing his eyes as he sighed with a smirk.

However… His expression turned to confusion as he then felt something soft and warm in his right hand. He gave it a squeeze, making Juvia moan softly. Looking over in response, he did a spit take as he then realized what he had done.

Including the torrent of water from the Water Mage, he also trapped Juvia herself inside the ice, but he accidentally froze one of his arms in the middle of it, and his entire hand had ended up groping Juvia's left breast.

"Oh my, so bold…" Juvia teased as she moaned again and blushed.

Gray began to sweat, blushing in embarrassment. "W-WAIT! No, it's not what it looks like! I didn't mean to!"

"…Pervert." Water Hazard responded as he folded his arms.

He then made the ice melt, releasing her from the icy prison. Gray backed up as he held onto his right arm, gaping in embarrassment as he looked down at it. _'That was…so soft!'_

Juvia fell to her hands and knees, surprised to why Gray released her. She looked up and gaze at her crush. _'Even though I'm his enemy, he released me? He's so kind!'_

"L-Let's start over, alright?" Gray offered, nervously sweating from his forehead.

Juvia stood up and replied after wiping her eyes. "I can't. Honestly, Juvia does not want to harm you, I cannot bring myself to do such a thing."

"…Huh?" Gray rose a brow in puzzlement. "Is that your way of saying that you admit defeat?"

"…You know, I'm a lot stronger than Lucy. So, I'll be able to protect you." Juvia responded shyly.

"…Protect me?" He repeated. "From what?"

As they talked, the rain began to accumulate and fall harder and faster. "Well… I… I think you're… Well…"

"…It's dripping a bit more." Water Hazard noted, before looking over towards Juvia. _'Does it have to do with Juvia's change in emotion?'_

"Ooof… The rain is really pouring down now." Gray interrupted Juvia, glancing exasperatedly at the sky.

"Juvia is irritated!" Juvia shouted in a comical matter.

However, her ranting went unnoticed by Gray as he continued to comment on the rain. "Geez, this rain... I tell ya, it's a bit _gloomy._ "

Juvia instantly froze, the word "gloomy" echoing in her mind. She felt to her hands and knees, her fists clenched tightly. Gray looked back in concern as Water Hazard's eyes widened.

 _'…Why I do have the feeling that it's going to get a bit dangerous?'_ He gulped.

"H-Hey, what's the matter?" He asked.

"This man… I thought that he would be different from the others…" Juvia mumbled in fury and desolation. "But, he's the same… He's the same as ALL THE OTHERS!"

"Aw man…!" Water Hazard took a stance. Gray looked about as she stood right back up, water exploding out in rage from her entire body.

"W-WHAT?!" Gray stuttered in shock.

' _I won't let my feelings get in the way any longer! Juvia does not need love anymore!'_ The rain woman shouted in her mind.

 ** _"WATER NEBULA!"_** She then yelled.

Before Gray could counter, a humungous blast of hot water was sent crashing towards him. He was carried back a few meters before Water Hazard caught him and started to support him across Juvia's mad attack.

The ice mage held out his hands, but noticed that he couldn't freeze the attack. _'I'll freeze her—Wait, what? I can't! It's hotter than before all of a sudden!'_

 _"I DON'T NEED LOVE! I DON'T NEED IT AT ALL!"_ Juvia roared as she surged a large amount of Magic Power into her attack.

While Gray was forced away from Water Hazard, the Orishan grunted as even he was started to skid back. Holding his arms out, he started to absorb the moisture from Juvia's attack.

"Now this is what I'd call a blast of WATER!" Water Hazard growled as he continued to absorb Juvia's water. "What's bothering you, Juvia?!"

"What would you know?! I've lived my entire life as a gloomy rain woman, but I was still accepted by Phantom!" Juvia cried out in tears. "They welcomed me with open arms, as an actual person! I am one of the Element Four, a proud Mage of Phantom!"

Juvia's then ceased to fire her water beam. A moment later, she roared loudly as she summoned a giant magic circle underneath her body, encapsulating herself in a blue flash that transformed her entire body into scalding hot water.

 ** _"SIERRA!"_** She yelled as she blasted forth.

Water Hazard didn't expect her to go for a close combat approached, and was headbutted out of the way from Juvia's path as she flew at Gray. She blasted forth a large stream of water towards the Ice Mage's path as she yelled.

"BEGONE!" She ordered.

"You say you're a proud Phantom Mage, even with the things they've done?!" Gray roared in response, getting up as he slammed his fist into Juvia's stream in a fit of rage. _"I'm not gonna lose to a Phantom like you!"_

With a mighty yell, Gray flickered a magic circle which froze her beam of water in an instant. The Water Mage quickly reverted her Water Body and slipped out from the ice before should get frozen.

As Juvia began to descend to the ground, she noticed that the rain droplets around her had been frozen into hail, making her eyes widen in awe despite the battle.

"He froze the surrounding rain droplets as well?! Such incredible Magic Power!" She yelled.

"G-Gray…!" Water Hazard groaned as he started to get up.

 _"It's over!"_ Gray barked.

Slamming both of his arms into the ground, Gray let out a loud cry as a large magic circle was created. **_"Ice Make: Ice Geyser!"_**

From where he created the circle, a giant geyser of ice shot out from the ground blow Juvia and trapped her in midair. She screamed in pain from the freezing temperature that encased her in an instant, but seconds later, the ice shattered into tiny pieces, and she started to descend down the Giant's side, due to being off from where she stood at first.

As she began plummet off the roof, she started to close her eyes.

 _'I… I have been defeated. With this, everything is over now. Like a raindrop, Juvia will fall to the ground and scatter into tiny droplets. It's a fitting end for a rain woman such as myself, who is needed by no one...'_

 _'Farewell, my gloomy self...'_

Gray and Water Hazard then gasped in shock as they both attempt to run after her. As the blue haired girl fell, she waited for the inevitable as they began to slide down the slated rooftop.

"Crap, We're too late! We're not gonna make it!" He cursed, gritting his teeth as they began to jump off.

 _"No, we can make it!"_ Water Hazard yelled as he slapped his Omnitrix dial.

With another green flash of light, Gray's eyes darted over as his eyes widened. "Ben?!"

Appearing back as Echo Echo 2, the Sonorosian began to duplicate himself. With a few Echo Echos grabbing onto Gray, the Ice Mage frowned as he looked around himself.

"Ben, the hell are you doing?!" He demanded to know.

"Improvising!" Echo Echo 2 yelled.

Looking back at the falling Juvia, one of his clones began to duplicate himself rapidly, the other Echo Echos spawning on top of each other until they reached the top. The lastly spawned Echo Echo then grabbed hold of the lastly created duplicate, grunting as he took hold of him.

All hands… ON DECK!" He then shouted, spawning a wave of clones.

They then started to help pull and hold the chain up like an anchor. Down with Echo Echo 2 on the bottom, he and Gray then dived downwards, reaching Juvia.

"Ready, Gray?! Here goes…!" He then yelled as Echo Echo 2 began to duplicate even further on. **_"Echo Chain!"_**

A horde of Echo Echos began to spawn out from Echo Echo 2's body as they rose to the previously spawned Echo chain. Gray quickly grabbed and took hold of Juvia, causing her eyes to open as she gasped at the sudden contact. The chain then completed itself, with Gray and Juvia hanging by a thread of Sonorosians.

The Water Mage was snapped out of her thoughts as she felt his hands take hold of her body in a hug. She looked to see Gray, holding on to her tightly as the duo hanged upside down.

"Just hold on, Juvia!" He assured. "I promise, I won't let you fall!"

Juvia then started to blush heavily as she stuttered. "Y-You saved me? How did you—"

However, as she asked him, she then noticed the Echo Chain. "W-What is this?"

"It's me, Ben!" Echo Echo 2 responded with a grin. "Nice to properly meet you!"

"Me too!" Echo 4 responded. "Don't give up!"

"Count me in as well!" Echo 5 called out. "We're saving you, whether you like it or not!"

Juvia looked at him in awe and question. Gray them responded with a smile. "You probably didn't know, but he's actually a powerful Take-Over Mage with a plethora of forms for pretty much any situation."

"I… I…!" Juvia's eyes started to spiral out of control due to the intense amount of body contact against Gray's bare chest.

"Anyways, you wanna go at it later?" He asked, though it appeared to be misunderstood as a suggestive tone by Juvia.

The Echo Echo's then grunted slightly as they started to pull them up. "Gray, don't… We're not Mages… And she's gonna take it the wrong—"

Juvia was at a loss for words as her closeness with Gray, as well as the fact that they were hanging upside down, caused her head to overflow with blood, making her faint. Her face was seem steaming off with a joyous smile as she passed out.

Gray and Echo Echo blinked, looking at each other for a moment. They shrugged as the Echo Chain lifted them up, their faces looking up as the rain began to dissipate.

Gray then gently laid her on her back while he kneeled in front of her. As the Echo Echos started to recollect into Echo Echo 2, it was then that Juvia recovered, her eyes twitching as she looked up and opened her eyes.

"…Why did you save Juvia for?" She asked.

"Beats me…" Gray looked away sheepishly while scratching his head. "Now get some rest, you dummy."

' _He saved my life... No, they both did.'_ Juvia then said in her mind.

Gray turned back with a smile on his face, sitting down next to her. "So… You feeling any better? You must've cool down after all of that, didn't you?"

"I'd say I'm a bit full, with all the water I had to absorb." Echo Echo 2 then said, before slipping on a puddle of water and falling flat onto his face. "Agh, my eye!"

Juvia did not answer the Ice Mage's words, yet her face answered instead. She eyed him, gaping longingly at his figure while tears began to tear down her face. Suddenly however, she had to shut her eyes as a ray of light pierced her vision.

As her sight adjusted to the light, she looked up in shock to something that struck her down as something awe-inspiring.

The grey, gloomy rain clouds that always followed throughout her life were retreating for the first time on their own. In its place was a beautiful blue sky and the yellow sun beaming brightly. Not a single cloud was seen as Juvia's own started to dwell off.

"It's so bright… The rain, it stopped...?" She said.

Gray smirked. "Well, would you look at that. The sun's coming out."

"And now I can see where I'm walking now…" Echo Echo 2 grunted as he got up.

"The blue color of the sky, and the warmth of the sun. I've never seen and felt them before." She murmured with wide eyes.

Echo Echo scratched his head in response, not wanting to ruin the mood. "Really? Well, take a look then. It's pretty, right?"

She then smiled brightly as she admired the sight. "Yes… Yes, it is, Ben-kun."

Echo Echo was about to retort on her referring him to a cutesy version of his first name, but before he could say anything, he heard a pair of footsteps coming from another side.

"GRAY!" Elfman suddenly called out, with Mira and Echo Echo 3 with him.

"Elfman? And Mira? What are you doing here?" He asked, curious to know why the elder Strauss was here.

As they gathered together, the Echo Echos gave each other a thumbs up before merging back together. "Elfman kicked Sol's butt."

"Oh? Nice!" Gray grinned. "Ben and I were just about finished here as well."

Elfman and Mira then stopped in front of him, now noticing Juvia. Gray's eyes widened for a bit, before waving his hand. "W-Wait, she's not—"

"—It's alright. I've already lost to Gray and Ben-kun." Juvia said as she smiled a bit. Elfman and Mira then lowered their stances as they relaxed.

"There's only one left." Mira then said, snapping everyone back to the situation.

"If we can stop the last Element Four, we can stop the Abyss Break." Echo Echo 2 responded, now knowing the stuff that Echo 3 went through.

Juvia then stood up, with Gray supporting her as she turned to Mira. "You are correct. But the last Element Four is the strongest out of me and the rest. I say that whoever is fighting him now is having a hard time at the very least."

"The final member of the Element Four… Aria. The one who drained the Master's Magical Energy… Let's go, you guys!" Mira ordered.

Echo Echo 2 then duplicated himself. Echo 3 turned to Gray, gesturing to Juvia. "Gray, I'll watch over Juvia."

The others nodded as they ran off. As soon as they were out of sight, Echo Echo 3 turned over to Juvia as she then sat on the ground, sighing heavily as she stretched her limbs. He tapped his Omnitrix dial, transforming into his human form.

"You alright?" He asked, still a bit concerned for her.

"I'm sorry for before, Ben-kun. I wish that Sol would not have been so harsh with you during our previous skirmish." Juvia apologized firstly.

Echo Echo sat down as well, shaking his head. "It's alright, I went kind of wild against you guys as well back then. And besides, you were merely following orders."

"Yes. It was my duty as one of Phantom's Element Four." Juvia answered.

"But you know that Phantom Lord isn't exactly a good Guild, right?" He then asked. "I mean, the members of your own Guild were delighted that some of ours were defeated ruthlessly by Gajeel."

Juvia nodded as she blinked. "Of course… But even so, Master Jose was the only one who saw me as an individual. You could probably tell by the rain what kind of life I've lived up to until now."

"…I heard the word "gloomy" and saw you reacted coldly to that." Echo Echo tried to say without offending her.

"…When I was a child, no, even before that, rain would follow me wherever I went. I was shunned by everyone as I grew up, with my depression growing as well by the day. No one really accepted me for who I was, but when I joined Phantom, that actually changed for once." She confessed.

"But even so, Jose is an evil man. I hate to say this, but I suggest you leave Phantom. At this rate, something worse may happen." He warned.

The rain woman smiled as she sighed. "Perhaps. I think I'll leave Phantom after this is all over. If Fairy Tail has already stopped three of the Elements, then I have no doubt you'd at least stand a chance against the Master. Perhaps, after this… I might join your guild…that is, if they can forgive me for attempting to kidnap Lucy."

"Don't worry. I'm sure the folks over at the guild will open up and accept you with open arms!" He assured her, putting a hand on her shoulder. Her eyes widened for a moment as she then gave him a warm smile.

Juvia giggled in response. "Thank you, Ben. You're so adorable when you're concerned for others! Oh, I can just snuggle you all up!"

Doing what she just said, Ben groaned for a little, before giving her a smile. "So, you good?"

"I've more or less recovered from Gray's attack. I can't do any major movements, but I can still walk. I'll be good on my own. Go, join the others, Ben." She ordered politely.

"Be seeing you then." Ben nodded as he activated his Omnitrix and reverted back to Echo Echo 3. He nodded as his figured glowed green, his body phasing away soon after.

Juvia then looked up at the sky, smiling. "The sun is really warm…"

* * *

 **…**

In a large room that had a red carpet stretching down the center of the room and up a grand staircase at the other end, Natsu and Happy were seen fighting against an opponent.

Echo Echo Prime was seen on the other side from where his opponent stood… With it being Aria, the last of the Four Elements.

Natsu himself had bruises all around his body, while Happy and Echo Echo were relatively unharmed. Aria stood in amusement as he watched the Fire Mage and his allies.

"You are all still standing. Very impressive." He complimented them.

Natsu panted a little, before charging forward with a flaming fist. "Oh yeah?! Then watch this!"

"Natsu, don't—"

Echo Echo tried to call Natsu out as he roared. Aria then took a stance in response as a magenta colored magic circle flickered.

"Let us test that endurance against my Airspace Magic." He announced.

"I don't see squat!" He yelled, continuing to run until he smacked his face into an invisible wall, his body launching back in response.

Aria looked at him in amusement again, before drawing another magic circle. "You really are much stronger than I thought, Salamander. Now then, try this."

 _" **Airspace: Zetsu!"**_ He extends his open palm as his magic circle activated, in which it then fired multiple blasts of air at his target, which detonated around Natsu.

The Dragon Slayer yelled for a bit as he was pushed back again. Aria then let his arms down to aim at Echo Echo. **_"Zetsu!"_**

Blasting forth blasts of air, the Sonorosian opened his mouth, yelling out sonic waves that counteracted the magic and caused the blasts to detonate midway.

"Impressive, Null Fairy. However, for you, Salamander, you should know that there is always someone better than you. Learn this, young Dragon Slayer!" Aria then advised.

Natsu grunted. "Pah! We'll see about that!"

He then opened his mouth while inhaling, before spawning an orange and red magic circle. **_"Fire Dragon's Roar!"_**

"Natsu!" Happy cried out.

A torrent of flames approached Aria, who then vanished before he could get burnt. Reappearing behind Natsu, he held his palms out. "I will now allow you to join your Master in the same kind of torment."

"Oh no you don't!" Echo Echo Prime growled as he slapped his Omnitrix dial.

Aria, even though his eyes were safeguarded by his bandages, was forced to look away from the striking power of light. When the flash faded, standing in Echo Echo's place was Arctiguana.

Firing his freeze ray at Aria, the Element Four raised one arm towards it while his other was aimed at Natsu.

 ** _"Airspace: Metsu! Wall!"_** He yelled.

With two magic circles flickering, one created an invisible wall to block off Arctiguana's ray, while the other one at Natsu's side as it released a yellow light, showering Natsu as he began to scream in pain. He then began to bawl out in tears.

"So sad! So sad! Any Mage caught in my Airspace will be drained of their power!" He cried out. "Too bad you couldn't prevent it, Null Fairy!"

Natsu continued to roar in pain. "My… Magic Power…!"

As Aria began to chuckle, Arctiguana proved to not been able to get pass his defenses. However, it proved to be naught as suddenly…

 _"—Get away from him!"_ Erza's voice suddenly was heard as she drop-kicked Aria in the face.

Skidding back a few meters, Aria vanished for a moment, before reappearing a dozen or so meters away from the swordswoman.

"Erza!" Happy called out. "How's everyone with the Phantom Troopers?"

"We're doing fine." Erza smiled, before glaring at Aria. "Ben, is this who I think it is?"

"The one who drained Master Makarov of his power? Yep, dead on." Arctiguana answered as he closed his mouth.

The blindfolded man smirked in Erza's direction, tears still trailing down his face. "Indeed I am. I'm curious to see what you four will do about it."

"U-Ugh… I feel like I just ran a mile." Natsu compared his lost of Magic Power to stamina.

"The brilliant Titania… It's so sad that you will lose your head along with the Salamander's and the Null Fairy's." Aria then boasted as he went for his bandages.

Taking them off, his eyes pulsated, revealing his pupils to be X-shaped. "However… Since the infamous Titania, a famed opponent, has finally appeared, even I must take this occasion into a serious fight."

Suddenly, cloudy gusts of wind composed themselves around Aria, the latter's strength fully unleashed now that his blindfold had been removed.

"Now then…" Aria started, moving his hands so that his right was oriented upwards and his left hand was facing down. "I'll have you step into this Airspace!"

 ** _"Airspace: Zero!"_** He announced. "The Airspace of death. This Airspace consumes all life within it!"

As the gusts of wind began to blow harshly in Natsu and company's direction Erza then narrowed her eyes as a red magic circle appeared next to her hand, a sword appearing as she took hold of it and pointed it at Aria.

"Spells that consume life…? Tell me… How can you take life so easily with a smile on your face?" She demanded in a calm, but furious manner.

Aria sneered with a grin. "Let us enjoy this! Think what you want, Titania, as it doesn't concern me."

"ERZA!" Happy and Natsu yelled for Erza as the redhead ran forward.

"Let's see you take this, Titania!" He challenged, scattering his wind towards her in the form of glistering flashes of yellow.

Erza held up her arms, shielding herself from the powerful gust. As she charged forward, inside the intense whirlwind of death, barrages of smaller airspaces collided with her. Erza's skill with her blades however allowed her to go on, literally slicing apart the particles of Magic with her sword.

"W-What? Impossible!" Aria frowned as he started to sweat drop.

Erza, enduring and dodging the countless airspaces against her, eventually got to a point that she could leap at Aria and finish him. Leaping up into the air, her body began to flash.

 ** _"Requip!"_** Changing into her Heaven's Wheel Armor, Erza first floated above Aria's attack range, sending a wave of energy from her two blades.

While that charged itself at Aria, Erza then began to fly straight at him while a few magic circles flickered behind her back. **_"Blumenblatt!"_**

The energy blast clashed against Aria, causing him to wail as he faltered back. Titania then proceeded to fly down at her opponent as she Requips a fair number of swords, and then charged down while slicing Aira with the two in her hands. The large mass of glowing swords launched themselves towards Aria, causing massive amounts of collision that then created an explosion.

Erza ceased her assault and reverted her Heaven's Wheel back into her Heart Kruez. As the dust cleared out, Erza walked over and then swiped away a few pieces of debris. The beaten form of Aria was seen underneath; bruises galore and his clothes shredded.

Happy, Natsu, and Arctiguana stood speechless, before lowering their jaws in shock.

"Holy crap!" The ice alien first yelled.

"She beat him with one attack!" Happy commentated in horror.

"ERZA REALLY IS DANGEROUS!" Natsu wailed out.

"Pathetic… You wouldn't be able to last a second against Master Makarov, let alone me." Erza stated as she turned to glare at Aria. "Your days of glory will be coming to an end as of now."

Aria's eyes squirmed about, before blanking out to unconsciousness. "That's… How sad…."

Arctiguana gulped as he reverted back to Ben. "…Remind me never to make her angry."

* * *

And that makes another chapter in this Arc redone!

I had a blast rewriting this one, and I'll have the same mindset for the next one.

My favorite moment in this Arc was writing the fight for Erza and Ben going up against Master Jose. I'll be hoping to give that particular fight some more unique ideas, but until then, I'll have to keep writing until that point.

Regarding Ben's roles in the Element Four fights, remember, even with the Omnitrix, he still might be a bit inexperienced with dealing with the various types of Magic in the Fairy Tail Universe. It's a bit hard to actually fight against Aria's Airspace, isn't it? Ben will get used to stuff in the long run of course.

On a side note, I _am_ still focusing on the other actual chapters of this story, as well my others. School has been a hassle though, so please forgive me!

Anyways, there isn't much else to say but thank you for reading this re-edited chapter! Please R&R, and I'll see you in the next revamped chapter!


	10. Iron and Fire (Phantom Lord IV)

**This Chapter has been re-edited as of February, 2019!**

Hey there, we're almost through with this Arc!

So, another remake, another part for me to edit up. Just the usual, filling the word count, putting in the details that deserve to be mentioned, and so on and so forth. Nothing much for me to say.

As usual, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading to you all!

* * *

 **Chapter 10:** _Iron and Fire_ (Phantom Lord Arc Part IV)

 **…**

Inside the Giant's cranium, a stone room was revealed, showing that it was in fact the control room for the entire mechanical guild hall.

Phantom Lord's Master, Jose, was _not_ pleased with the coming events that had recently passed. In fact, he was pretty much livid at this point in response to Fairy Tail's very presence itself.

Jose himself was a tall, slim man with long, straight, black hair reaching down to his shoulders and a thin mustache. He had a long and sharp face, vaguely pointed ears, prominent eyelashes and dark-colored lips.

His attire bore a resemblance to fictional depictions of a sorcerer, consisting of a flamboyant coat with a high collar featuring two prominent wings similar to a bat's, with a matching witch-like hat bearing Phantom Lord's symbol. A plain dress shirt sported his Wizard Saint's medallion around the neck, with two light ribbons falling down from it; loose striped culottes paired with long socks, and a pair of pointed shoes each bearing two furry balls, one on the front and one on the back of the foot.

"This is blasphemy! How dare they!" Jose yelled, veins popping on his forehead. "The Element Four, four of my own very best Mages… Defeated by those pesky filth from Fairy Tail!"

"Those who are beaten by trash are worse than trash, am I right?" Gajeel commented from below his throne.

"Oh! You've returned, Gajeel-san." Jose turned and looked down to see the Iron Dragon Slayer.

Heaved over his shoulder was a familiar blonde Celestial Spirit wizard. Lucy herself was pretty beaten up, her clothes torn and shredded in places to show further evidence.

"Yep. I got a little souvenir for you as well, something I picked up along the way back." He replied back, tossing Lucy's unconscious body onto the floor.

"That was quite fast, even I have to admit that." Jose responded, please at what he saw. "That was some quite good work, but how did you track her so quickly?"

"Heh. You should never underestimate the nose of a Dragon Slayer." Gajeel boasted, rubbing his nose in recognition.

"Yes… However, the girl is alive though, is she not?" Phantom Lord's Master looked down at the blonde with an unsure look. "Otherwise this endeavor of ours would be pointless."

Gajeel hummed as he cupped his chin, giving him a snarky answer in the form of fake thinking. "Well… I was pretty rough with her... Oh, I know, let's see for ourselves!"

Without warning, he then skipped over to Lucy and kicked her right in the gut, launching her into a wall and even making a dent in the process. To his pleasure, the blonde Mage coughed herself out of unconsciousness, clenching her stomach as she began to spit out a bit of blood and saliva.

"I hear groans of increasing discomfort! I'd say she's quite alive, Master!" Gajeel remarked arrogantly.

"Then I applaud you for your fine work, Gajeel." Jose commended with a sinister smile. "As expected of my most powerful Mage!"

Grinning, Jose went over to his throne, picking up a mic to access his PA system. "Now then, let's give these hooligans a bit of a scaring…"

…

…

A moment later, a loud ding was heard from Phantom Lord's PA system. Everyone in the Giant, and everyone outside in Fairy Tail's courtyard looked over as Jose began to speak.

 ** _"Attention, scum of Fairy Tail!"_** He first called out. **_"I have a bit of news for you, so you'd better listen, because I'll only say this once!"_**

 ** _"Master?"_** Gajeel called from afar. **_"Shall I do the honors?"_**

 ** _"Do it!"_** Jose replied. **_"Let them hear her screams!"_**

Suddenly, Gajeel pulled Lucy up from the ground by the very hair attached to her skull, causing her to scream hysterically. The horrific sound of the blonde blasted through the speakers, making all the Fairy Tail Mages freeze in horror.

 ** _"As you can now tell, we have successfully captured Lucy Heartfilia, accomplishing one of our goals. All we have to do know is something I'll take a load of joy in… Destroying each and every one of you pathetic Fairies!"_**

Jose let that message burrow itself into the ears of his enemies before logging off. After threatening Fairy Tail with his declaration, Jose walked to the room's exit, a disdainful frown appearing on his face.

"Gajeel. Please, keep an eye on the girl for me, will you?" He ordered. "There are some pest littering the halls of my Giant."

"You mean Salamander and that Take-Over Mage?" Gajeel looked over.

"Yes. Them and their measly friends." Jose answered. "They've been fortunate thus far, but their days of glory are about to run dry. After _I'm_ done with them, that is…"

* * *

 **…**

Back with Ben, Erza, Happy, and Natsu, the Omnitrix wielder growled after hearing Jose's haughty speech over the PA. Natsu and Erza were equally as livid, the former ready to literally tear up the entire building to look for her.

However, before any one of them could make a move, the squad heard a tumble of footsteps coming from the entrance of the room.

"Natsu, Happy!" Mira cried out.

The four turned over to see Mira, Gray, Echo Echo 2, and Elfman sprinting into the room. The three of them still had bruises and other small wounds from their respective fights, while Echo 2 had soot on various parts of his suit.

"Mira? Why are you here for?" Erza asked.

"I could say the same to you." The white-haired teen replied. "In all honesty though, I'm here because I tried to impersonate Lucy. Phantom captured me, but thanks to Elfman performing a Full-Body Take-Over, he and Ben were able to defeat one of the Element Four and save me in the progress."

"See? I knew I heard roaring from below." Ben answered, merging himself back with Echo Echo 2 after giving the Sonorosian a high five. "And now that we've defeated all of the Element Four, the Giant has stopped moving."

"Yeah, but now Phantom's got Lucy. How in the world did they track her down?" Gray then asked.

"We've gotta save her!" Natsu yelled. Before anyone could react, he began to release a large amount of Magic Power, surging his entire body in flames.

"Natsu? Hey, what are you—"

Without warning, Natsu released a loud cry as his flames took on the silhouette of a Dragon. Leaping in the air, he literally smashed through the ceiling, disappearing from everyone's sight.

"Did he just…?" Ben frowned, before sighing. "I'm not even gonna retort on that…"

"Natsu!" Happy yelled as he went after him. "Wait for me!"

Before anyone could comment any further on Natsu's bizarre take off, it was that a dark haze began to fill the room. Ben looked on with a heightened sense of danger as everyone else felt horrid, unpleasant sensations riling up in their bodies.

"This feeling… I haven't felt this in a while." Ben stood straight, his eyes dead serious as he began to look around. "Who's giving off such a malicious amount of murderous intent?"

"W-What the…?" Gray mumbled, holding his mouth.

"What is this…?" Mira looked around in worry.

"This feeling… It's death; the very essence of death itself…" Erza tried to explain with her own look of unpleasantness. "How foul…!"

"T-This is even making a real man like me get shivers down his spine!" Elfman admitted.

As they continued to stand in this nauseous room, Ben and the others began to hear portentous clapping through the massive room. They turned over to see Master Jose in the entrance, wearing a different outfit from before.

His second outfit was more militaristic than his last one. It consisted of a long, blue coat, closed on the right side of Jose's chest by a belt circling his waist and by another one going over his right shoulder, sporting Phantom Lord's symbol on its buckle. Covering Jose's left arm was a brownish cape, sporting a wide golden-colored stripe near the edges and some small shield-shaped ornaments. The outfit was completed by loose pants tucked inside boots.

While the Master of Phantom Lord looked menacing enough, what really made the group stand on their hairs was a dark purplish-black aura radiating from Jose's body. His pure Magic Power, deathly in both appearance and might.

"I have to admit, I'm rather impressed with the things you have achieved. Bravo! Very impressive, you wizards from Fairy Tail." Jose applaud them as he approached them. "But never in my wildest dreams did I think that this would get _this_ fun!"

"Master Jose…" Erza growled.

"Redirecting Jupiter's beam of might right back at itself, defeating my elite squadron, the Element Four… And even bringing down my mighty Giant down to its knees…" Jose went on.

"Phantom's Master?!" Gray gawked. "Crap…"

"No way! We're going to have to fight the Master of a Guild?" Elfman yelled in worry.

Mira held her mouth in anxiety. _'It's like a dark miasma is invading this room. I'm getting sick just from being near him!'_

 _"You've done such a task, entertaining me for so long! Isn't it right that I return the favor towards all of you?" Jose then proposed. "I think it's appropriate."_

Erza growled at him while clenching her sword. "Beware, everyone. We must take care not to make any mista—"

All of a sudden however, Elfman and Gray rushed him, the latter in front first as the two began to charge their Magic.

"Elfman!" Gray called out as he began to bring his palms together. "Let's take him out in one go!"

"Yeah! Let's go!" The younger Strauss yelled, clenching his right arm in a magic circle.

 ** _"Ice Make: Saucer!"_** Blasting out a razor-sharp saw circle made of Ice, Elfman converted his arm into a Taken-Over'ed state.

 ** _"Partial Take-Over! Beast Arm: Stone Bull!"_** Right before they could attack though, Jose grinned, summoning an amethyst magic circle in front of himself.

"ELFMAN, GRAY!" Erza cried out. "You idiots!"

"WAIT! Don't go off and attack by yourselves!" Mira warned them.

"Here you go, filth!" Jose grinned. **_"Darkness Spawn!"_**

Swinging his arm out, Jose's magic circle launched out a barrage of purple skull projectiles, launching the two away as they crashed down in a mess of rubble.

As he saw the duo Mages land smack down in the middle of the debris, he swiped his arm again, summoning a magic circle that released a chain of red energy, exploding that line of stones and dust. **_"Dark Pulse!"_**

"Damn it! Elfman, Gray!" Ben yelled as he began to go for the Omnitrix. "And they call me impatient!"

"It will be a pleasure destroying the first of you Fairies!" Jose yelled out.

"JOSE!" Erza growled, blasting forth in his direction as her body started to flash.

Activating her Requip to change into her Black Wing Armor, the redhead flew at Jose with the flapping of her wings echoing through the room. The Master of Phantom grinned as he drew another circle that launched a blast of energy. Dodging by flying above its attack range, Erza did a front flip as she began to tower down and attempt to swipe at the Guild Master. He dodged continuously until he grasped her wrist and threw her back.

Landing on her feet, she glared at him. _'He has untimely reflexes…'_

"Fascinating… Entertain me more, Titania!" Jose yelled out. "Someone of your caliber is a piece to behold!"

"Justice will always prevail…" Erza said, narrowing her brown eyes at the black-haired man. "And Fairy Tail will settle the score with Phantom."

A wicked, malicious smile took shape on Jose's lips. "Powerful, courageous, and beautiful… Destroying you will be the hardest thing I've ever enjoyed."

Erza swung her sword again at Jose, who dodged and leaped away, firing another blast of magic in response as he backed off. The redhead dodged as the spell exploded at a distant area, leaving the shockwave to wring the ears of the unconscious Take-Over Mage and Ice Mage.

"Ugh, my ears…" Gray growled.

"It's like firecrackers in my head…" Elfman rubbed his head.

Elfman and Gray groaned as they got up, shaking their heads as they then eyed the fight between Erza and Jose. She then glances back at the two before focusing back on her foe.

"I suspect you two won't try to just muscle through this fight now, I presume?" She spoke with a mockingly laidback voice.

The two sweat dropped as they nodded. "Y-Yes, ma'am..."

Erza then smirked as they started to gather next to her. "Now then, shall we boys? Ben, come forth as well!"

"Already on it!" Ben replied. Leaping in front of the trio, he slapped down the Omnitrix.

Even Jose was forced to look away from the blinding intensity of the light. As everyone opened their eyes again, Echo Echo replaced the young Omnitrix wielder again.

"You know, I never got a chance to get a good hit on Aria with this form. So, I guess you'll have to do in his place, Jose!" The Sonorosian exclaimed.

"Oh? And what can this form do, Take-Over Mage?" Jose grinned smugly. "Yell at me to death?"

The duo stared down at each other, with Echo Echo frowning at Jose, before grinning in response. "…You could say that."

He then narrowed his eyes at Jose as he ran forward. "Everyone, back up and cover your ears!"

The four looked at him in confusion for a bit, before doing as he said and leaping back, covering their ears. Jose then looked at the small creature as he tilted a brow.

"As if I'd let you attack me! Begone!" Jose then snarled, summoning another magic circle.

As it fired off another wave of dark energy, Echo Echo stopped in front of him and duplicated into five copies, the aliens being aligned in a delta shaped formation. Jose's eyes widened at the Sonorosian's ability as the Echos then inhaled while crossing their arms, before opening their speaker like mouths to scream out.

 ** _"Wall… Of… SOUND!"_** They all screamed out.

The Echos retaliated against Jose as they blasted out an ear-killing sonic blast from their mouths, the waves of sound screeching against Jose, who began to cover his ears as he went down on a knee, growling in pain. Even the magic spell he released was diverted back into the opposite direction, exploding as it crashed back into Jose.

Ceasing their screaming a moment later, the Echos reformed into one as he waited the for the smoke to clear out. It wasn't long though until Phantom's Master emerged from the debris, specks of soot and a few scratches on his body as he growled.

"Now everyone, while he's still recovering!" Erza yelled.

Elfman and Gray then proceeded to attack once again. Erza attempted a sword swipe as she flew onto Jose, with Gray and Elfman in tow as Echo Echo began to charge up another scream.

 _ **"Ice Make: Lances!"**_ _Gray yelled as he summoned a magic circle that fired off several ice lances._

 _ **"Iron Bull: Metal Crusher!"**_ _Elfman let out a cry as he jumped and slammed his iron arm into the ground, sending off a shockwave through the ground._

As Gray and Elfman began their attacks, Jose roared loudly as his Magic Power surged and blasted forth. He then released a burst wave of magical energy that blew the others back and canceled out their attacks. Erza was blown away as well before she could inflict any further damage, but she managed to land safely back with everyone else.

Growling, he stood up, his hand on ear as he glared at Echo Echo. "Clever little trick, Take-Over Mage... But that won't happen again!"

"Sheesh, this guy is hardheaded…" Echo Echo remarked as he took a stance.

* * *

 **…**

With Gajeel, some Phantom Mages watched as the Iron Dragon Slayer had begun to pass the time, and by that, it meant torturing Lucy for the fun of it.

Kicking her again, Lucy was launched and thrown into the stone wall in the control room for the umpteenth time. Her clothes were torn and her body was beaten badly, even worse from before.

From the middle of the room, Gajeel smiled as he transformed his arm into an iron club.

"C'mon, princess." Gajeel taunted, "You've gotta give me more of a response than that."

Lucy whimpered, the pain from Gajeel's continued strikes coursing through her body was agonizing. "G-Gaaah…"

"Seriously…" The Iron mage scoffed. "You're not even putting up much of a fight anymore."

"H-Hey, Gajeel… Haven't you done enough?" A Phantom mage called out, standing alongside a small group of fellow Phantom members. "The Master said not to roughen her up too much."

Gajeel cocked a brow as he glanced back. "But I'm bored, there's nothing else better to do."

He then turned away, grumbling a bit in disappointment. "The Master's having me babysit this girl while he's out having fun. That ain't fair, to face all of those opponents."

He then stepped toward Lucy, who was still on the ground and trembling. "And besides, all I'm doing is trying to pass the time. What's wrong with that?"

"Yeah… But if the Master learns about this, he'll be furious, even with you!" The Mage tried to argue. "Listen to me…"

Clicking his tongue in annoyance, Gajeel frowned as he turned back and extended out his iron arm, slamming it into the man's face. This made the other Mages in the room gasp in response.

"Ugh… Shut your trap!" Gajeel rolled his eyes. "I know that Master Jose thinks that this girl's important, but she's just another member of those Fairy Scum in my eyes. And even then, she's a wizard first and foremost. She should've expected something like this to happen when she chose the line of Magic."

"Come on, you're getting out of hand with this, man." Another called out. It was the same Mage that Bisca shot back during the previous fight. He was named Boze.

"Master's not going to like this, you know?" Added a dark-skinned girl next to Boze named Sue. She wore a purple, jester-like hat adorned with the Phantom Lord mark, along with a blue shirt with ripped sleeves, and green pants held up by a buckle belt.

"Well, then I'll just put the blame on you fellas!" Gajeel smirked before began to snicker

Boze and Sue both sweat dropped in response. " So horrible… As expected of Gajeel-san…"

Gajeel then turned back to Lucy, who was beginning to pick herself off the floor. "Even so, this is kind of sad. Those Fairies are all after her since they know that she's loaded."

To the Iron Mage's surprise however, Lucy actually smirked and chuckled darkly. She stood up shakily, leaning against the wall for support as she began to look up.

 _"He… Hehehe...! I can't believe it… You guys are truly idiots. It's so pitiful…even I'm feeling sad for you all."_ She stated.

Gajeel let out a hum in interest as the remaining Mages in the room sweat dropped. "…Hm?

"W-What? Is she crazy, trying to do something like this?" Boze asked himself.

"She's actually trying to provoke Gajeel…" Sue added in disbelief.

As Lucy gained a steady footing, she turned to Gajeel, the latter seeing a smile of confidence on her bruised figure. _"So… Phantom Lord, right? You guys are supposed to be the Ruler of the Spirits? Please, you couldn't even scare a kid if you tried!"_

Gajeel smiled sinisterly in response. "Oh? I see..."

Within a blink of an eye, the Iron Dragon Slayer morphed his arm and slammed it into Lucy's abdomen, pinning her against the wall hard enough to make the stone crumble behind her.

"You've got some guts to go and try bragging right in front of us in a situation like this. However, I have to admit, I like people who are like that!" He replied.

He then released his hold on her as he pulled his arm back, letting Lucy descend to her knees to wail in pain. "But I'm not looking for your tenacity. I want to hear your screams, girlie. If you don't start screaming some more, it's gonna annoy the crap out of me."

Despite the ever so growing pain, Lucy gave the Iron Mage another smirk. "Then… Why not **kill** me? Go on, _finish_ me. _End_ my life! If you do that… Then I have no doubt that _you'll_ _all_ _be in for the worst moments of your lives_."

"Oooh… Now _that_ sounds interesting." Gajeel admitted. "I'm curious, tell me more about it, why don't you?"

The other Phantom Lord Mages could only watch in horror as Gajeel began to approach Lucy. In their minds, Lucy was either really brave, or really stupid for trying to provoke their strongest Mage.

 _"Fairy Tail will never let you escape, they'll never forgive you… That's the kind of Guild they are. You'll be quivering in fear under the shadow of the world's strongest Guild!"_ She yelled out with assurance.

Gajeel's eyes narrowed. "Is that so? Well then, how about we test that theory, shall we?!"

Responding to Lucy's threat with a delighted grin, he changed both of his arms into iron-clubs, crossing them as he leaped into the air. "Come on, blondie!"

"Gajeel!" Boze shouted. "Wait, don't do it!"

"NO!" Sue yelled.

However, right before Gajeel's feet could stomp on Lucy's face, the floor beneath him erupted with embers as it crackled. All of a sudden, a torrent of flames blasted forth, separating Gajeel from Lucy. An instant later, Natsu jumped out of the fire and delivered a terrific uppercut into Gajeel's face, scowling at him while doing so.

Gajeel went flying back, but he managed to flip midair and land on his feet, recovering shortly as he skidded along the ground for a second. Kissing his teeth, he looked over to see Natsu letting out a loud war cry, his body once again engulfed flames that took the shape of a Dragon.

The black, spiked hair wizard grinned. "I knew it. I _did_ smell you coming this way!"

Lucy began to tear up upon seeing the pink haired Mage. "…Salamander!"

 ** _"GAJEEEEEL!"_**

"Ha! Now _this_ is what I call entertainment!" Gajeel cackled as Natsu stood in front of Lucy. "Come on! Show me some fun!"

"Stay back, Lucy. I've got this chump." He reassured her. "You take it easy."

"Gajeel, wait!" Boze called out.

"Oh no, you stay out of this!" The Iron Mage brushed him off as he and Natsu blasted forward at one another.

"COME AT ME!" Natsu yelled as he dispatched flames into his fists. He caught Gajeel's arm as he swung his morphed iron rod in his direction.

Growling loudly as he landed on the floor, Natsu yelled as he began to spin around, eventually letting go to throw Gajeel into a wall. The Iron Dragon Slayer however was quick to balance himself, his feet landing on the wall and creating a crater as held up his arm to block a double attack from Natsu.

The fire strike was so intense that the stone walls then tumbled apart behind Gajeel, causing a cloud of dust and ash to storm out into the room.

The Phantom Mages cried out in fear as they attempted to dodge the incoming debris. "LEAVE US OUT OF THIS!"

A few clashes further on, Gajeel and Natsu both leaped out of the ash cloud, the latter's fist still engulfed in flames while Gajeel's arm reverted back to normal. The Iron Dragon Slayer's eyes widened in surprise as Natsu twirled midair to delivered a right hook into his face.

The Fire Mage's attack was powerful enough to send Gajeel hurdling back all the way into the opposite end of the room, crashing into the stone wall in the process.

The wall had dented inward, with Gajeel lying in the center. He rubbed his chin and frowned as he opened his eyes. He was silently impressed and surprised that Salamander had managed to inflict some damage onto his body. However, as he got out from his musing, Gajeel looked up in time to spot his opponent coming down at him from above while lighting his right foot on fire.

Doing a flip downwards, Natsu landed a flaming axe kick on Gajeel's quickly transformed arm. **_"Fire Dragon's Talon!"_**

With the chain reaction of Magic Power between the two, the attack ended up created a small explosion, pushing Natsu back into the air and careening backwards.

Lucy in the meanwhile had begun to recover from Gajeel's attacks, only being able to watch the devastating fight with awe. She was shocked to see the Fire Dragon Slayer acting so violently. As she continued to watch, it was then that The Celestial wizard was brought out of her musings Happy approached her.

"Lucy! Are you alright?" He called out.

"Happy!" The blonde smiled in response. "Yeah… But…"

However, she then turned her attention back to Natsu, who had the angriest scowl she ever saw as he walked out from a dust cloud. "I've never seen Natsu like this before."

"Aye, me neither…" Happy replied. "However, I can say for a fact that right now, Natsu's really getting into the heat of things."

Gajeel cracked his neck and smirked as Natsu stood in front of him. "I gotta say, for scum like yourself, you Fairies sure are cocky."

"Yeah right, speak for yourself!" Natsu barked back as Gajeel revved his arm, cracking a few bones. "Not only did you destroy our Guild Hall, but you also hurt Shadow Gear and Lucy! I'm gonna smash your face into scrap metal!"

The Iron mage chuckled, an excite smile appearing on his face. "That sounds like a challenge. Just try it then!"

"Gladly!" Natsu beckoned.

The two Dragon Slayers yelled as they charged at one another. The Iron Mage morphed his arm into an iron club while Natsu kept his fist on fire. As they exchanged a right hook with each other, they both dodged as they passed by. Skidding back, Gajeel quickly turned to extend his club at Natsu's feet. Luckily, the Fire Mage was able to leap into the air and land upside down on Gajeel's club with his left hand, using it as a springboard to kick Gajeel in the face.

However, right as he kicked him, Gajeel retracted his iron arm and morphed it into a long, black blade with revved edges, forcing Natsu to skip back to avoid a dangerous slash. The Fire Mage landed in a crouching position as he glared back at Gajeel

"Sheesh, what's with that gnarly looking thing?" Natsu looked back. "What, an iron rod ain't enough?"

"The **_Iron Dragon's Sword_**. Anything that comes into contact with this will be ripped to shreds!" Gajeel responded with a confident smile. "And now…"

Grinning as he sent a mental thought down to his bladed arm, the razor-sharp edges started to spin around the blade in a rapid pace, reminiscent of a chainsaw. "Let's test how durable it is against you, Salamander!"

"Ha, as if! That thing's got nothing on me!" Natsu retorted, seemingly unimpressed.

The Fire Dragon Slayer's friends were pretty intimidated by the chain blade of an arm that Gajeel was wielding. Lucy herself was pretty confused on how someone could morph their own body into that kind of shape. "How's that supposed to work?!"

"Obviously because that's Iron Dragon Slayer Magic!" Happy answered dreadfully. "Natsu, watch out!"

The Iron Mage snickered hysterically he crouched down, leaping high into the air towards Natsu with his sword arm cocked back to slam down. Natsu was forced to hurdle back as the chain blade stuck the floor with an awe-inspiring amount of force. Some of his own guildmates were throttled in the process as tons of debris began to scatter out.

As Natsu landed, Gajeel charged at him again, swiping his blade at the ground. Again, his opponent dodged the attack by scouring back.

"What's the matter, Salamander?! Is it just me—" Gajeel taunted as he swiped again at Natsu, forcing him to move away from the sword's line of range. "—Or are you scared?!"

The Iron Dragon Slayer continued his relentless assault on his fellow Dragon Slayer, cutting to his left and then his right, ending his momentary movements with a vertical slash downwards, smashing the floor again as a result. Natsu however managed to dodge every one of his strikes, annoying Gajeel as well as impressing him to a slight degree.

"It pains me to admit it, but you're quick on your feet, for a little Fairy." He smirked.

"You're not so bad yourself, as much as I hate to say it." Natsu growled in admittance.

With those exchange of words, the Iron Dragon Slayer reverted his sword arm back to normal, smirking mischievously towards his opponent. "But you know, we still have to finish up what we started from that other scuttle, you know? Come on, let's settle this!"

Natsu scowled at Gajeel's face as he prepared to leap. "Fine then, I'll smack you metal face in submission! I'm all fired up now!"

However, before Natsu could make the jump, Gajeel clenched his fists as a pale green magic circle flickered under his feet. It was a shock to the spectators as Gajeel's entire body was suddenly layered by a thick coat of iron scales, with sharp talons grew from his fingertips as his teeth became more serrated. It was truly as if he just turned over a bit to his Dragon side.

"How do you like the **_Iron Dragon's Scales_**?" Gajeel quickly asked as he leaped at Natsu, flickering a magic circle right as his fist was about to smash its way into him. **_"Iron Dragon's Hard Fist!"_**

Natsu, being unable to react in time, only managed to hold up his forearms in a crossed fashion to block the blow. However, the sheer amount of strength behind the punch lifted Natsu off from his feet, blasting him off into a wall.

Gajeel's face shadowed over, with his eyes glowed a menacing red as he chortled malevolently. "How did you like that? That felt pretty good to slam you into that wall."

Leaping back into the fight, Natsu however fell to a knee due to the recoiling in pain. Gajeel's fist was able to leave a nasty black and blue bruising on his left arm, sufficient enough to make the Dragon Slayer stay silent in accord to his usual retorting.

Lucy's eyes widened in shock as she placed her hands over her mouth, concerned at the expression Natsu was making. "He injured Natsu that much with just a punch?"

"That's because Gajeel coated his entire body in Iron Dragon Scales, effectively increasing his durability and attack power." Happy explained.

Gajeel proceeded to hit Natsu while he was still aching with an uppercut, forcing him back with a powerful right hook after making the Fire Mage stand on his feet. Ignoring the pain in his bruised arm, Natsu quickly charged out from the debris. Gajeel rose a leg to kick Natsu, though Natsu managed to duck underneath his foot at the last second.

However, that's not to say that Gajeel's attack didn't do anything. The force exerted by his Magic enhanced kick blasted forth a shockwave, resulting in a strong gale of wind coming forth.

Lucy yelped as she was forced to close her eyes from the pressure exerted. Her hair flew backwards, with Happy hanging on for dear life off of her shoulder in order not to be blown away. "His kick was powerful enough to blast forth a wave of wind as well?!"

"I told you, he's stronger with those scales on his body!" Happy cried out.

Rising from underneath his opponent, Natsu doused his fist in flames, letting himself perform an uppercut into Gajeel's jaw. Astonishingly however, it didn't appear to had done much of an effect. Gajeel himself merely shrugged it off as he looked down at Natsu with a smug smirk.

"What's the matter, can't make a dent on me?" The Iron Dragon Slayer heckled. "Your flames may be able to destroy a lot of stuff, but not the scales that I've made!"

Gajeel only proved to make his point clear as Natsu clenched his teeth, his arm beginning to swell a bit from punching such a hard material. Wincing, the Fire Dragon Slayer staggered back to let out a yell of agony.

"His armor's too powerful for Natsu to destroy!" Lucy exclaimed in shock. "How hard is it?!"

"Natsu!" Happy cried out. "Are you alright?!"

Even though this situation was everything but fun and games, Lucy and Happy watched as their pink haired friend began to roll across the floor, yelling and clenching his aching hand in a comical fashion.

"C-Come on! You've gotta be kidding, Happy! T-This doesn't hurt! N-N-Not one bit…!" He claimed, before letting out a pitiful whine of discomfort. _"…Ow."_

Lucy sweat dropped. "…Uh-huh, keep telling yourself that, buddy."

"Aye, sir…" Happy agreed.

"Alright, that's enough with that, you pathetic wimp!" Gajeel yelled, running over to Natsu to headbutt his opponent down onto the floor. "I get it that you don't want to look like a sissy, but just admit it, my attacks are doing their WORK on you!"

He then stomped the floor with his iron enhanced fist, forcing out a shockwave that launched Natsu into the air. "Come, show me something that's worth fighting against!"

Natsu growled as he managed to correct his figure while in the air, landing on his feet and skidding back a few feet from where he landed. "Alright then, you metal bastard! Let's get to the roasting!"

He slammed his fists together, summoning a red magic circle in front of his mouth. Lucy and Happy then watched as Natsu took a deep breath. **_"Fire Dragon's…"_**

Gajeel summoned a magic circle in front of his face as well, inhaling deeply in conjunction to Natsu. **_"Iron Dragon's…"_**

 **"Both of them are using breath attacks?! Get down!" Lucy looked over between the two of them, surprised by how similar their move sets seemed to be.**

As she said that, both Dragon Slayers aimed at each other as their magic circles glowed, before flickering away to activate their spells.

 ** _"—ROAR!"_**

From both of their mouths blasted torrents of their respective elements. Gajeel's mouth released a whirl of silvery iron particles, in comparison to Natsu, who blew out a massive torrent of dark red flames. When the two Roars met to clash against one another, the result between the two Dragon Slaying spells was a torrent of blazing red and grey wind that sent everyone spectating off their feet.

After a moment, the outburst of Magic Power between the two Roars caused the spells to overload against one another, causing a massive explosion that blasted out a section of the room's wall.

When the shaking of the attacks ceased to shock everyone, the room was left in tatters, dust and ash hazing over the area. In the middle of the collision, Gajeel and Natsu stood across from one another, observant of the giant hole their attacks trenched into the ground.

"…Though the both of us may be Dragon Slayers, I suppose that there's a vast difference between Fire and Iron Dragons, huh, Salamander?" Gajeel smiled sadistically, but with a sense of excitement.

As a result of their Roars, both Gajeel and Natsu had their tops shredded off, revealing their torsos, the former cackling in the meanwhile. "Your flames might burn and scorch everything else, but they don't do jack to my iron body. On the other hand, however, it seems my Roar did plenty of damage to your scrap body!"

Lucy struggled to lean against a wall as she glanced over to her exhausted friend. "Natsu…!"

"You can do it, Natsu! Come on!" Happy tried to stimulate his partner.

Natsu lifted his head after a moment of panting, his slit gray eyes glaring in onto Gajeel's figure. Expecting a look of despair, Natsu however responded with a smirk, confusing Gajeel. "You say I can't do squat against you? You better think about that again!"

"What do you…" Before Gajeel could retort, suddenly, the scales on the right side of his face cracked, making his eyes widen in shock.

"He managed to do some damage!" Lucy smiled. "Way to go!"

"Look, pal... My flames aren't like regular fire." Natsu growled lowly.

Suddenly, a magic circle appeared under Natsu's feet, consuming his body in flames. "The flames of a Fire Dragon burn all in their path! If you think otherwise, you'll be surely mistaken. Now come on, you piece of scrap metal! I'll tear your scale armor into a million pieces!"

Gajeel's response to Natsu was expressed with glee as his body began to glow with a pale green coloration. "OH YEAH! Try me then, Salamander!"

"Come at _me_ then, Black Steel!" Natsu snarled. "I'll turn that smile upside down!"

"You know, the sky's not big enough for two Dragons..." Gajeel grinned. "So, you're going to have to fall, here and now!"

"Natsu…" Lucy gulped in nervousness, clenching her guild-marked hand.

Beginning round two of their fight, Natsu and Gajeel roared loudly as they clashed and punched each other in the face. Their Magic Power collided with one another, sending off explosions of iron and fire particles around the area.

Blasting the whole room to smithereens practically, Gajeel and Natsu broke out from the busted roof to continue their slugfest, with Natsu channeling his flames through his feet. Both Mages had used their respective elements to fly off into the air. Everyone was quite shocked to see the two Dragon Slayers in the air.

"Did Natsu learn that by seeing Heatblast?" Lucy looked up.

"That's pretty smart… For Natsu at least." Happy replied.

The two Mages continue their slugging of one another while Lucy and the others continued to observe the battle. They watched as each time their fists clashed, blasts of Magic Power and shockwaves fired off in multiple directions. As they began to fall back down to ground level, the Dragon Slayers landed on each side of the Giant's horned cranium. Crouching low, the two fighters, yelling as they clanged each other in the head. As wincing as it appeared to be, on the contrary, it didn't seem to hurt any of them.

After backing off, the two threw a few more punches and kicks until they bashed each other in the leg at the same time. The force from their attacks blasted a shockwave that broke off a large chunk of the Giant's horn, causing it to control room, right near Happy and Lucy.

"Eeeek! That's way too close for comfort! We've really gotta get out of here now!" Lucy screamed.

"A-Aye!" Happy squeaked in agreement.

After the dust settled from the giant horn falling into the room, standing in the middle of the room was Gajeel and Natsu, both of them panting heavily from their sudden phase of melee. Natsu began to wipe some sweat off his forehead as he tried to catch his breath... But he then stopped once he saw his opponent begin to crouch down.

Everyone was shocked when the Iron Dragon Slayer began to pick up pieces of broken iron, chewing them up like it was piece of meat.

Natsu himself wasn't exactly please. "What? Hey, that's not fair! How come you get to eat?!"

Gajeel looked up at Natsu, blinking a few times in a nonchalant matter as he swallowed a piece of iron. "Ah, shut ya trap."

"H-He really does eat iron!" Lucy commented. "How bizarre…"

"It is actually tasty?" Happy wondered with an intrigued look. "Ben said it tastes like juicy meat to him…"

After finishing his dose of iron, Gajeel grinned as he began to stand up, being a lot more energetic than a few minutes ago. "Alright, now I've got a fire in my belly!"

"Hey, not cool, man! Don't copy my lines!" Natsu barked.

Without warning though, Gajeel all of a sudden released a loud, nearly ear-shattering scream while his body began to exert a glowing green light. This meant that his Magic Power was now being restored and he was powering up.

"What's going on? His Magic Power is skyrocketing!" Lucy inquired apprehensively.

"That's because of all that iron he ate." Happy answered. "Just like Natsu, when Dragon Slayers consume their respective elements, they regain their Magic Power and become stronger!"

"So, that means that Natsu in turn needs to eat flames!" Lucy realized.

"Aye… That would certainly be helpful, but Natsu can't eat the flames produced by his own Magic." Happy mentioned with a bit of worry.

"Shoot, you're right… Alright, we need a way to make some fire, but how?" Lucy then wondered.

"Let's tear something up, shall we?!" Gajeel grinned, aiming his right arm at Natsu while clenching it with his left arm. A magic circle flickered in front of him as his arm transformed into a large spearhead.

 ** _"Iron Dragon's Lance: Demon Logs!"_** He yelled as his circle began to glow brightly.

Outward from Gajeel's magic circle then launched out a torrent of iron spearheads. Pricking and firing into Natsu, the Fire Mage wailed out in agony as the force from Gajeel's attack began to pile up a dust cloud.

Gasping, Lucy began to dig into the pockets in her skirt, taking out her keys in a hurry.

"O-Okay, fire, fire, fire… Wait, do I even have a Celestial Spirit that can use fire?" Her brown eyes blinked a few times as she began to recall the types of Spirits she had. "…You know what, even if I can't make fire, there should be things that I can use to help Natsu out!"

As she decided her course of action, her attention was pulled back to the fight in front of her when she saw Natsu getting launched out from Gajeel's next attack, landing hard on his back with groans of increasing discomfort.

She then pulled out a golden key with a symbol reminiscent to the letters M and J combined together stamped on its bow. "I don't think any of my other Spirits can break through solid metal... And I certainly can't bring Ms. Splashy over here, so…"

After seeing Natsu get slapped in the face again, Lucy smiled as she gripped her key. "Here goes!"

Twirling it in her hand, the blonde Mage then swiped her key down in a vertical matter, a cyan terracotta magic circle flickering alongside the sound of a doorbell being heard throughout the room.

 ** _"Open, Gate of the Maiden: Virgo!"_** She yelled.

With a puff of smoke, the Celestial Spirit of name appeared a moment later. She took on the form of a maid with chains and shackles around her wrists, short, pink hair, and blue eyes. She wore a typical maid outfit, consisting of a black under coat and a white, frilled-trim apron and a white knee-length white with black shoes.

"A pleasure to see you, Hime." Virgo bowed politely. "…Is it time for my punishment?"

"N-No, Virgo…" Lucy sweat dropped, before turning over to Gajeel and Natsu. "However, how would you like to administer a bit of punishment for yourself for a change?"

The Spirit blinked, glancing over to see Natsu knocked down again. Ironically enough, the Maiden Spirit seemed to be envious. "Natsu-san seems to be in quite the pickle… However, he's certainly getting a dose of a good punishment."

Lucy sighed a little, before pointing at Gajeel. "A-Anyways… Can you distract Gajeel for a little bit? I need time to find a way to create some fire."

"As you wish, Hime. Though with your current line-up of Spirits, I'd find it difficult to do so." Virgo then noted, before noticing another golden key in her collection. "Ah… _That_ one might work, however."

"Which one? Taurus? Cancer?" Lucy asked. "…Plue?"

"Seriously, Lucy?" Happy looked at her in a rhetorical fashion.

"I'd suggest that you use your newly acquired key, Hime." Virgo simply said as she then turned over to Natsu and Gajeel. "I shall now assist Natsu-san, please excuse me."

"Huh? Use Sagittarius? Hey, Virgo…!" Lucy tried to call out to her Spirit, but was ignored as Virgo went towards the fight. "Alright, fine…"

Blasting over towards Gajeel, Natsu's eyes widened as the Spirit lashed stood in front of him and lashed out her chains, which grew in length to slap away at Gajeel's Iron Scales. The Dragon Slayer grunted as he was forced back, raising a brow in response to the Spirit's interference.

"Hey! Who are you?!" He barked.

"Virgo? Hey, it's been a while!" Natsu smiled. "Thanks for the save."

"A pleasure to meet your acquaintance again, Natsu-san. My Hime has instructed me to help you while she calls another Spirit to find a way to fabricate flames." She revealed.

"Oh, really? Cool!" Natsu's eyes gleamed. "Thanks, Lucy!"

"What?!" Gajeel's eyes widened. "Hey, this is supposed to be a one-on-one! Get out of the way, you weird looking maid!"

Blasting forth, Gajeel attempted to slug at Virgo, however, to his shock, the female Spirit caught his arm and threw him into another direction with an arm throw, causing him to land on his back with an unsettling thud.

With Lucy, the blonde smiled at her Spirit's work. Taking out another golden key, this one had a green arrow cross with a line to resemble a cross on its now. Clenching it, Lucy closed her eyes as a magic circle began to glow underneath herself as she held her arm out.

"I know we don't have a contract yet, but I'm pleading for your support…" Lucy mumbled, before focusing.

 **"…Upon thy will, I call upon thee from the Gates of the Celestial Spirit World! Thou shalt answer thy call to traverse the Gate and beckon to thy side!"**

Opening her eyes, Lucy swiped her key down, causing the circle underneath her to disappear and for another cyan terracotta circle to appear in front of herself. **_"Open, Gate of the Archer: Sagittarius!"_**

Puffing into existence, Lucy suddenly felt a wave of fatigue take over her body. "Ooof… Maybe summoning two Spirits at once is a bit taxing on my body."

Compared to the name regarding to his constellation, Sagittarius appeared as a tall, black-haired and lanky man sporting a horse costume instead of having a half-horse, half-humanoid appearance. Horse costume aside, Sagittarius's attire consisted of a green shirt with yellow trims followed by a red and yellow pair of striped pants and purple frills. His weapon of choice, a large longbow, was fastened to his back by a red strap along with an equally large quiver.

"A pleasure to meet you, my lady! Moshi moshi!" Said Spirit greeted his summoner with a salute.

"H-Hey!" Lucy exclaimed, bewildered at her successful summoning. "It worked! He's here!"

"But a horse suit though?!" Happy asked. "I though Sagittarius is supposed to be half-man, half-horse or something!"

Ignoring Happy's remark. Lucy got back to being serious. "Alright… Um, I'm sorry for not establishing our contract yet, but I have to ask of you; can you make fire?"

"Unfortunately, I cannot. However, I have an astounding profession for the art of archery. Moshi moshi!" The horse-man replied as he saluted the air, causing Lucy and Happy's expressions to dwindle.

"Oh, I-I see…" The blonde mumbled. _'...Why did Virgo tell me to summon him then?'_

"Why's he saluting for? And…to who in particular?" Happy wondered.

They were brought out of their conversation as Natsu stepped towards them. "Lucy, keep clear of Gajeel's attacks while Virgo and I keep him busy!"

"Natsu-san, if you'd please." Virgo called out to the Dragon Slayer as she rushed at Gajeel.

"You're a tough lady, I gotta say!" Gajeel growled as he intercepted her movements, forcing her to block a punch. **_"Iron Dragon's Hard Fist!"_**

As expected, even Virgo could not stand still after taking that, being launched off of her feet. However, she didn't give him the satisfaction of a pained expression, and instead, planned her next attack as she threw her chains at him. They began to extend once more, wrapping themselves around the Iron Dragon's body.

"Oh, these chains again?!" Gajeel grinned. "If these are iron, then I'll just—"

"—I will not let you, unruly one." Virgo however interrupted him as she suddenly sunk into the ground as she began to fall on her back. "Natsu-san!"

"Alright!" Natsu growled.

Digging into the remaining Magic Power he had left, Natsu's body was engulfed in flames. He crouched low and launched himself at Gajeel, hitting him in the abdomen with his head as the Iron Dragon began to fall foward. **_"Fire Dragon's Sword Horn!"_**

The attack made Gajeel slide back a couple meters as it snapped Virgo's hold on him; unfortunately for Natsu though, his opponent was unharmed. It seemed that Virgo's attacks had done more damage than Natsu himself.

Gajeel sneered with a smug grin. "Can't fight on an empty stomach, huh? The maid hurts more than you at this point, Salamander!"

Lifting his arms up and backwards, he struck down on Natsu's back, promptly smashing him into the ground. Gajeel then grabbed Natsu's head, pumping his face across the floor as he morphed his arm into an extending iron rod.

"Maybe you should eat some iron, huh?!" He mockingly suggested.

Lucy covered her mouth in horror. The Iron Dragon Slayer then threw Natsu across the room, his body landing near the giant hole in the wall. "Natsu!"

"Hmph… I've had enough with you. Scram, you filth!" Gajeel yelled.

"I'd stay focused if I were you though." Virgo suddenly then said as she reappeared behind him, however…

"I _didn't_ forget about you though, maidy!" Gajeel grinned as a magic circle flickered underneath him, causing his back to generate rows of spikes that quickly launched out, pricking a few times into Virgo's body. **_"Iron Dragon's Hedge Logs!"_**

Virgo's eyes widened as she quickly backed off. There were a few holes in her body, though instead of flesh and blood spewing out, the empty spots simply bore glowing spots of yellow "…I took more damage than I expected."

"Virgo!" Lucy cried out. "Are you alright?!"

"…No need to worry though, Hime. Everything will be fine, as Celestial Spirits cannot be killed." The pink haired Spirit then smiled as she began to glow. "But I must return back to recover. I bid you adieu…"

As Virgo faded back to the Celestial Spirit World, Lucy and everyone else looked over to Natsu, who collapsed on his stomach to the point of near unconsciousness.

"No…!" Lucy breathed in. "Natsu, come on! You've got to get up!"

While Natsu was recovering, Gajeel looked out through the hole in the wall to see the Phantom Troopers. They had clustered all into an abysmally sized ball of darkness, and had started to smash down Fairy Tail's Guild Hall with a bunch of shadowy fists. Try as Fairy Tail's Mage might, they unfortunately couldn't prevent it from doing so.

Gajeel smirked in satisfaction, showing his sadistic side. "Ha! Take a look at the things that you've tried to protect. Pathetic, if I say so myself."

Natsu weakly opened an eye in response to his taunting. It soon opened wide in horror and shock as he witnessed the Phantom Mass smack down on the Guild Hall one more time, causing it to collapse on itself and fall apart. Now, it was nothing more than a pile of debris… Kind of how Ben made it at first, though obviously this was more impactful on everyone's souls as compared to before.

Gajeel began to snicker, and continued to do so until it became a loud, maniac-like cackle, further exempting his own boasting over the situation.

With the fall of the Guild Hall, memories began to flow through Natsu's mind like a valve being released. Memories from his early childhood; Of his first encounter with Makarov and entering Fairy Tail for the first time... His first encounter with Gray and the rest of the Fairy Tail members he'd get to be acquainted with like family; Erza teaching him to read and write, and his experiences with Lisanna and the birth of Happy.

Through that, memories of the more recent pass started to play out. Meeting Lucy, going through and returning from the S-Class mission, his fight and meeting with Ben… And then Makarov having his powers drained, forcing him to show his fragility to all of his family…

Amazingly, and stupidly enough, Natsu gradually got back to his feet, his face etched with fury, and the right amount of determination to settle things. He turned around and, with his arms dangling on his exhausted body, slowly attempted to drudge his way back to Gajeel.

"Natsu… Please." Lucy whimpered, tears threatening to trail down her face. "You don't have do this anymore. If I let them take me, they'll leave you all alone…"

"Lucy…" Lucy gasped a bit as she looked down to see a tearful Happy clutching her boot. "He hasn't given up yet..."

The Celestial Mage's eyes widened, but her expression quickly turned to a determined one as she looked back at Natsu. "…Yeah."

"Oh, come on, why bother? Your Guild Hall is all wrecked and crumbled, and you're all wasted. You've lost this war, admit it." Gajeel taunted as he folded his arms.

While Natsu tried to give him one last punch to the face, Gajeel reared back his arm and slapped him away. As a result, Natsu went careening back until he collided with a large mechanical structure. He fell to his knees before collapsing to the floor, uttering cursing words towards his opponent.

"I can't bear to watch anymore…" Lucy covered her face.

"Stand down, Salamander." Gajeel advised as Natsu tried to get up again, though he was really smiling the entire time "I really hate going easy against my foes. I don't care what happens to you, so I'd say things are going to be fine after this…"

Happy sobbed as he watched Gajeel get closer and closer. "Natsu took down the Jupiter Cannon and fought a fierce battle with one of the Element Four. He's used up too much of his Magic Power. If he could just have some _flames to eat_ , he'd clobber this guy to a pulp!"

Gajeel lifted the weaken Natsu off the floor by his scarf as he morphed his other arm into his Iron Dragon's Sword form. "…Is what they said. It's too bad for you though."

…It was then though that Sagittarius got the idea of what Lucy wanted him to do. His gaze narrowed nearby Natsu and Gajeel as he himself bore a determined look.

"…I see now. It seems as though I've misunderstood your intentions, my crying lady. I'm sorry for that, moshi moshi." The Spirit replied. The archer Spirit pulled an arrow out from his quill and placed it in his bow, aiming it right between the two Dragon Slayers.

"H-Huh?" Lucy and Happy looked over.

"Lucy-sama. You asked if I could produce flames, to which I answered with the implication that I could not… However, what is in fact vital to this situation is not whether if I myself can produce flames—but whether I can _start_ a fire for you, moshi moshi!" He then explained.

 _"This is it, Salamander! The clincher to all of this!"_ Gajeel roared in sinister glee as he began to cock his sword arm back.

Suddenly, a majestic dark blue light glowed from beneath Sagittarius as he shot the arrow in his bow. The arrow then transformed into a ray of light, which then materialized into a volley of arrows that struck the metal machinery behind Natsu and Gajeel with little to no sound. A second later, the contraption began to spark out of control, exploding into a glorious conflagration of flames that engulfed the two Dragon Slayers, blowing Gajeel away while Natsu bathed in the glorious birthing of fire.

"Flames!" Happy inquired.

"You created flames by destroying the machinery of the Giant!" Lucy's eyes widened. _'So THAT'S what Virgo meant! Since we couldn't bust anything without Gajeel trying to interfere, Sagittarius could blow something up from afar instead!'_

"I was able to pierce through the steel because of my precision and the trajectory I created for my arrows. Excellent skill can allow you to pierce through the thickest of materials, moshi moshi!" Sagittarius explained with a proud look.

Gajeel stepped out of the smoking flames, scowling at the trio. "For crying out loud! First that weird maid, and now a guy in a horse suit? Is that your doing, blondie?!"

"Amazing! You're such an archery genius, Sagittarius!" Lucy smiled as she praised her Spirit.

"I _aim_ to please, my lady. Moshi moshi!" Sagittarius saluted again.

"…Who are you saluting to though?" Happy asked again.

While everyone was distracted by Sagittarius' expertly placed shots, the firestorm in the room was pulled away and vacuumed into Natsu's mouth. After inhaling all the flames, Natsu's body hanged low as a magic circle flickered under his feet. Looking back up, his eyes were full of life once more as he grinned.

 _"…Thanks for the meal."_ He then gave Lucy a thumbs up. "Thanks a bunch, Lucy!"

Lucy smiled in return and gave him a thumbs-up in response. "Now go! Kick his ass!"

Gajeel snarled as he began to charge at Natsu. "Oh please! Don't get cocky just because you ate some fire now!"

Coming close to Natsu, as Gajeel trespassed his space with intent to smack him with his iron fist, Natsu turned around at the last moment, scowling at him as his body was engrossed in flames. Before he could react, Gajeel was given a flaming uppercut into his chin. The attack sent the Iron Dragon Slayer bowling back until he crashed into the Giant's horn, cracking it upon impact as it began to shake the entire room.

Natsu clenched his fist, his anger growing more intense by the second. "Levy, Droy, Jet, Lucy, Gramps, all my friends... And Fairy Tail."

Quickly recovering as he landed on his feet, Gajeel inhaled, flickering a magic circle. **_"Iron Dragon's Roar!"_**

A torrent of iron particles fired out of Gajeel's mouth and toward Natsu as per traditional Roars. However, before it reached out to him, Natsu's eyes gleamed a menacing red as he held out his palms and whacked it away, causing Gajeel's mouth to drop in surprise and bewilderment.

"What?! He repelled my Roar with his bare hands?!" Gajeel commentated with astonishment.

Natsu glared at the Iron Dragon Slayer, his face shadowed and his eyes still glowing a deadly red coloration. "…How many more? How many more people must you make suffer before you're satisfied?"

"No, this is bullcrap!" Gajeel muttered in disbelief to this situation. "I can't lose to this scum from Fairy Tail!"

The veins on Natsu's head showed as he bared his sharp teeth with ferociousness. "Now then… How about we start round two, Gajeel?! I'm gonna make you pay for everything you've done so far. Messing with Fairy Tail was the biggest mistake you've made!"

"Grr…! Who the hell do you think you're talking to, you trash?!" Gajeel roared, before leaping head first at Natsu after charging his magic up. **_"Iron Dragon's Hard Fist!"_**

 ** _"Fire Dragon's Iron Fist!"_** In response to Gajeel's attack, Natsu cocked his own arm and released a flaming fist. For a second, nothing happened until magic circles from both sides flickered. Unfortunately for the Iron Dragon, the scales on Gajeel's arm began to crack coming from the fist up. The cracks worked their way up his arm and to his face, making him wince in pain.

 _'No…! I'm… The strongest…!'_ He uttered in his mind.

 _"This is the end for you, Black Steel!"_ Natsu yelled, before smirking. _"But, let me quote someone first…!"_

"What is he…?" Lucy looked over with a weird expression, but was smiling nonetheless.

"Oh! I know what he's gonna do!" Happy grinned. "He's gonna—"

 **" _Let me tell you something,_ _Gajeel Redfox_ , _Iron Dragon Slayer of Phantom Lord!_ _You can hurt me, you can hurt the things I stand for… But no one, and I mean NO ONE, messes with FAIRY TAIL!"_**

 **Condensing a massive amount of energy into each of his flaming fists, a bright orange-red magic circle flickered underneath Natsu's feet as he cocked his other arm back.**

 ** _"Dragon Slayer Secret Art!"_** **Natsu started as he slugged Gajeel in the face.** **"** ** _Crimson Lotus: Fire Dragon's Fist!_ _"_**

Natsu then began to launch a continuous barrage of crimson red flaming fists, each punch producing an explosion as he began to step forward with each hit.

 _"This is for Levy… Jet… Nab… Macao… Gramps… Ben… AND LUCY!"_ He yelled in between blazing punches.

Gajeel's eyes blanked out as he continued to get pummeled by Natsu's attacks, eventually destroying his scale armor in its entirety and destroying the Giant itself from all the devastation.

 _"And this…!"_ Natsu roared as he began to release another dosage. _"IS FOR DESTROYING OUR GUILD HALL!"_

Giving Gajeel another heaping of blazing fire punches, large explosions blew out from the Giant's torso as Gajeel was launched outside the room, screaming as he did so. As it started to cool off, the Giant's head itself fell off from its body, dripping down into the lake with an earth-shaking tumble.

To avoid being crushed under the now raining debris, Happy and Lucy were in the air, the former carrying the latter. The two looked around, desperate to find their pink haired Dragon Slayer

"Natsu!" Lucy yelled. "Where is he?"

Both Lucy and Happy kept calling out for Natsu before they found him standing on the edge of the Giant. Below him, laying without being able to move a single muscle, was a beaten and bruised up Gajeel.

 _"That… Pi-piece… Tra…"_ Gajeel tried to curse at Natsu, his consciousness fading in and out.

"Yay! Natsu won!" Happy yelled with happiness.

"Ha… Now, we're even…" Natsu chuckled, before collapsing to the floor.

"Natsu!" Lucy called out as the duo hovered near him.

Despite the understandable amount of fatigue he had accumulated, Natsu looked up to Lucy and Happy, smirking to reassure them. "Well, I might've won the battle… But now, I can't move a muscle. Heh, figures…"

"You idiot…!" Lucy scolded, though she was grinning the entire time. "That was so cool!"

"Aye!" Happy agreed, before looking elsewhere. "Now… We need to focus on Master Jose…!"

* * *

And so, Chapter 10 is complete!

I'm looking quite forward to re-editing the next two chapters. Jose vs. Ben and Erza, Ben meeting with Wendy… Oh, I can't wait!

So, with all said and done, I'll be seeing you all in the next re-edited and new chapters! Emiyn, out!


	11. End of the Shadows (Phantom Climax)

It's here everyone, chapter 11 and the last of the Phantom Lord Arc!

So, a bunch of questions regarding Vulcans and other creatures in the Fairy Tail Universe.

Some of the species MAY be able to be scanned into the Omnitrix. However, the species being scanned must be a SAPIENT species, meaning they have a higher amount of intelligence or other contributing factor, such as being able to speak and function in more advanced ways compared to Non-Sapient species that are more on the lower side of the civilized category.

And again, I won't use Alien X against someone like Jose. Alien X is literally a God, and can do anything. So using Alien X would ruin the fun of the story and overall would make it more boring and dissatisfying to the reader. If anything, he should only be used in the case of someone like Acnologia or someone else who poses a more universal threat.

And now that that's done with, welcome to the next chapter of the Null Fairy! Almost at 9k views!

And as always, I own nothing related to the subjects of Ben 10 or Fairy Tail. Please support their official releases, and happy reading to you all!

* * *

 _ **Chapter 11:**_ _-End of the Shadows-_

 _ **"Fire Dragon's Iron Fist!"**_

 _ **"Iron Dragon's Club!"**_

The two Dragon Slayers attempted to collide with each other's fist, grazing one another. They then turned around, their legs swinging against each other with a loud sound of impact. Backflipping, Gajeel then launched his pole arm at Natsu. The pink head then leaped up and somersaulted, shortly kicking him in the face in response. Gajeel grunted as he then attempted to swipe at Natsu. The fire mage cautiously dodged, noticing something different as he landed and narrowed his eyes.

"The hell is that?" He growled.

Gajeel then pointed his arm out, revealing it to be a spiked sword. _**"The Iron Dragon's Sword!"**_ He answered.

The sword's jagged spikes then began to rotate rapidly. "Better watch out Salamander, if you don't want to be torn to shreds!" He warned as he grinned. He then gave off a menacing laugh as he leaped towards him, lifting his sword arm up.

Natsu then leaped back a few feet, Gajeel's attack slamming into the ground and causing collateral damage to the tiles as chunks of them blew up. Gajeel continued to swing his arm, Natsu narrowly dodging it as he continued to leap away. Gajeel's attack began to decimate the room from the collateral damage as the two continued to fight.

"HA! What's wrong, not laughing anymore?" He taunted.

Dodging one more time, the two stood at a standstill. "Quite a nimble fairy I'll give ya that." Gajeel complimented. Natsu grunted. "You're no slouch yourself metal freak." He replied.

Gajeel then reverted his arm. "But we still have to settle the score from the other moment. No time like the present now is it?" He asked. Natsu growled in response.

A magic circle then appeared under Gajeel's feet, his body encased in an aura. His skin then started to become metal and scale-like. Happy then came up and gazed at him in shock along with Lucy.

"Dragon Scales!" Happy yelled.

Gajeel then grinned. "Ready fairies?! Feel the wrath of a Iron Dragon Slayer donned in his _**Iron Scales**_!" He yelled, launching himself forward. Natsu crossed his arms to block as Gajeel then rocked his arm back.

 _ **"Iron Dragon's Hard Fist!"**_

The moment his fist touched Natsu, a magic circle flickered, activating the spell and dealing damage to Natsu as he was pushed back harshly. He was flung backwards until he crashed into a wall, the Dragon Slayer falling down and landing on his back as he grunted. Gajeel then walked up, his face obscured as his eyes glowed. Natsu clenched his arm as a large bruise appeared.

"Hearing you crashing into that wall was like music to my ears…!" He said.

He then proceeded to pummel Natsu with a series of punches. After a few of them, Natsu proceeded to dodge a kick from him, the force of his attack causing a crashing wind of damage to the ground as it kicked over. Natsu then spun around, socking a fire fist into Gajeel's face. Gajeel just stood there as he grinned, no damage shown whatsoever.

"Hate to break it to ya, but your puny punches can't scratch me for squat!" He growled. Natsu's eyes widened in pain as he screamed, his fist still steaming from the collision.

"He's got indestructible armor and deadly metal attacks?!" Lucy quirked.

Happy then squeaked in fear. "That's Iron Dragon Slayer Magic for ya!" He answered as Natsu rolled around in pain as he yelped comically.

"This doesn't hurt at all! OW! OH! Aha-ow!" He yelled pathetically. Rolling over to Gajeel, the iron scaled wizard growled. "Quit the act fairy scum!" He ordered, slamming his head on Natsu's, making his crash into the ground. He then attempted to punch him as Natsu leaped back a few meters as he dodged.

Natsu then glared at him. "Alright then you heap of garbage, time for you to get blasted away!" He declared. He then proceeded to open his mouth, Gajeel doing the same.

 _ **"Fire Dragon's…"**_

 _ **"Iron Dragon's…"**_

The two began to inhale a large amount of air, their respective magic circles flickering as they aimed their faces.

Lucy then backed up. "A breath attack like Natsu?!" She shouted. Happy then slumped down as he covered his head. "Brace for impact!" Happy warned. The Dragon Slayers then opened their mouths.

 ** _"ROAR!"_**

A torrent of red flames blasted out Natsu's mouth as a torrent of gray metal came out of Gajeel's. The two Roars then collided with each other, massive amounts of rubble and dust clouds building up as Lucy and Happy were blown away. The impact caused an explosion that blew up the room, a large dust cloud blasting out of the titan's upper torso.

The clouds dissipated, showing a pained Natsu and a smiling Gajeel. "Well now, quite a few differences between us fire and iron dragons huh? You can keep using that fire of yours, but it won't break through my armor. On the other hand, just one of my Roars teared your worthless body to shreds!" He shouted as he grinning confidently.

Natsu then smirked. "You sure you're not wrong, not feeling a draft or anything buddy?" He said.

A crack in his armor then appeared, causing the iron mage to gasp slightly as his eyes widened. He then placed a hand on the cracked part of his face as Natsu tore his coat off, leaving only the lower part hanging below his belt. His body then became engulfed in flames as he gestured his hand over.

"The Fire Dragon's Roar can blast through anything! But enough with that, let's get serious now! I'll shatter your body to pieces!" He said, challenging Gajeel. The iron mage glowed a light green aura as he laughed.

"Let's GO then!" He answered.

Happy and Lucy then stood up. "Yep, they're both Dragon Slayers that's for sure!" He remarked.

The two then took their stances.

" _Black Steel…_ Ready when you are."

"There ain't enough room for TWO Dragon Slayers, so you're going down _Salamander_!"

* * *

-Back with Erza and the others-

Erza swung her sword again at Jose, who dodges and leaps away, firing another blast of magic. The redhead dodges as the spell explodes at a distant area. Elfman and Gray groaned as they got up, shaking their heads as they then eyed the fight between Erza and Jose. She then glances back at the two before focusing back on her foe.

"I suspect you two won't try to just muscle through this fight now I presume?" She spoke with a mockingly laid back voice. The two sweatdropped as they nodded. "Yes..." They answered, walking up next to her. Erza then smirked. "Now then, shall we boys?" She asked, the three taking their stances.

Echo Echo and Mira watched the three begin to fight Jose again. He then turned his head around, facing Mira. "Mira, let me join the fight!" He said.

Mira looked down at the small humanoid as she shook her head. "No Ben, it's too dangerous." She refused. He then smirked. "Don't worry. I've faced worse enemies than him before, and I've survived and won. So come on Mira." He asked again.

Mira looked at him hesitantly, before closing her eyes. " _*Sigh*_ Alright then Ben, but please, don't die out there!" She then ordered, placing him on the ground.

Echo Echo then gave her a thumbs up before turning around. "Got it!" He replied, before dashing forward.

He then narrowed his eyes at Jose as he ran. "Everyone, back away and cover your ears!" He shouted out. The three then looked at him in confusion for a bit, before doing as he said and leaping back, covering their ears. Jose then looked at the small creature as he tilted a brow.

"Oh? And what are you going to do little man?" Jose taunted. Echo Echo then smirked, before stopping in front of him and duplicating around the guild master. Jose's eyes widened at the Sonorosian ability before looking around himself. The Echos then inhaled, before opening their speaker like mouths.

 ** _"Chamber of... Sound!"_**

The Echos blasted out an ear-killing sonic blast from their mouths, the waves of sound circling Jose who began to cover his ears as he went down on a knee, growling in pain.

"Grr... what... is... this?!" He croaked.

After a few more moments, the attack ended, leaving Jose in a slight daze as the others uncovered their ears.

The Echos then turned to them. "Now everyone, while he's still down!" They yelled in unison.

The three then proceeded to attack once. Erza attempted a sword swipe as she flew onto Jose, with Gray and Elfman in tow.

 ** _"Ice Make: Lances!"_**

 ** _"Iron Bull: Metal Crusher!"_**

As Gray and Elfman began their attacks, Jose roared. He then released a burst wave of magical energy that blew the others back. Growling, he stood up, his hand on ear as he glared at Echo Echo.

"Clever little trick... but that won't happen again though!" He growled out, the Sonorosian glaring back.

"Guess it's gonna take more than that…" Echo Echo remarked.

* * *

-Back with Natsu and others-

As the two exchanged blows again, a loud sound was heard from a distance away. Natsu then stopped attacking as he turned around to see where the sound came from. His eyes widened in horror as he witnessed the destruction of the Fairy Tail guild hall, with Lucy and Happy doing the same. Gajeel laughed evilly as he placed his hands on his hips.

"HAHA! About time your crummy little guild hall got destroyed! What a shabby place!" He badmouthed.

Natsu's face went into a blank but angered state, his mind beginning to dwell back to his memories of the guild hall as he and the members on the ground floor stared at the rubble that used to be the guild.

Memories of him first entering the guild when he was young, meeting and fighting Gray for the first time. Meeting with Erza and developing his fear of her. And one of his most important memories, his time with Lisanna as the two of them helped to hatch Happy out of his egg. Remembering the day that Lisanna never came back from the S-Class mission, making a gravestone in front of their makeshift tent where they helped nurture Happy's egg. All of his memories flashed forward until it reached the present, in which he then met Lucy.

Still in his angered but blank stare, he turned around, slowly walking towards Gajeel, who in turn began to beat him up.

Lucy cried out in terror. "Oh, if only he had fire to eat... fire… maybe!" She said, an idea developing in her mind. She then took a out a golden key from her pocket.

"I haven't sealed an official contract since I've obtained you from Galuna Island, but please... lend me your strength!" She pleaded.

Swiping the key out, she the pointed it in the air, before thrusting it out and turning her wrist, as if opening a lock.

 ** _"Open, the Gate of the Archer: Sagittarius!"_**

From her hand motion a yellow magic circle appeared. It widened before it flashed, producing a door bell like sound as the circle released a plume of bright smoke. Flickering, the circle dissipated, a figure coming out of the smoke, enveloped in a layer of light.

As the smoke and glow vanished, the figure was revealed to be a black haired man in a horse suit. He wore a green shirt that went over a white shirt that had a collar and purple a ribbon tie around his rest of his attire consisted of white and red striped shorts. He held a large bow in his hand along with a large quiver around his back. It was Sagittarius, one of the Twelve Zodiac Celestial Spirits. The horse man turned around as Lucy's face perked up in delight.

Giving him a smile, Lucy introduced herself. "Hey there, my name is Lucy Heartfilia!" She said cheerfully.

Sagittarius nodded as he saluted her. "Hello to you as well. You are my new master? Very well then, I am Sagittarius the Archer! Pleased to make your acquaintance my lady!" He replied in a formal tone as the two then turned around.

"So, can you shoot fire?" Lucy then asked. Sagittarius blinked. "No. However, I can help start a fire instead! I myself cannot shoot fire, but it does not matter if it is myself as long as it is produced it seems!" He replied.

He took an arrow from his quiver, aiming it towards the Natsu and Gajeel as the iron mage prepared his deathblow. Hitting a bunch of machinery with several arrows, they began to spark and eventually explode, pushing away the two of them, causing a massive fire to sprout.

Lucy held her mouth in awe. "You found a way to make fire!" She joyfully said.

Sagittarius spun his bow. "Depending on the force that one applies when one fires an arrow and the trajectory of said projectile, piercing through steel is possible." He explained.

Lucy looked at him in amazement. "You're like a archer genius!" She cried out. Sagittarius then saluted again. "Well, I **aim** to please!" He punned.

The flames then began to move into Natsu's mouth as he began to suck them up. Swallowing them all up, Natsu sighed, before lifting his face up and giving the pair a thumbs up.

"Ah, just what I needed! Thanks Lucy, you too horse guy!" He said with a grin. Gajeel then began to charge him. "Eat all the fire you want, I'm still gonna crush you!" He yelled as he leaped up and swung his fist.

Natsu snarled at him as he turned around. "Lay off metal face!" He said, uppercutting Gajeel with a renewed flame fist, launching him off into the air and making him crash into the wall, cracking it as he sticked onto there for a bit, before falling down.

Natsu then clenched his fists. "Jet, Droy, Levy, Lucy, Gramps… everyone. Fairy Tail…" He muttered. Gajeel stood up as he inhaled.

 ** _"Iron Dragon's Roar!"_**

Gajeel released another roar. Natsu's eyes flickered as he held his palms out, catching the attack barehanded and nullifying it.

Gajeel gasped. "He deflected my Roar, and with his _bare hands_!" He yelled in shock.

Natsu's face was obscured as his eyes glowed a familiar red. "I don't know how many others you need to hurt 'til you're satisfied, but that's gonna end now…" He announced. Gajeel bit his mouth in disbelief.

"Impossible, he's just fairy scum!" He said hesitantly. Natsu's eyes then contracted as his body was engulfed in flames. Sagittarius then smirked as he vanished in a poof of smoke.

 **"YOU'RE GONNA PAY FOR YOUR ACTIONS! MESSING WITH MY FRIENDS AND FAIRY TAIL WAS THE WORST MISTAKE YOU'VE MADE!"**

* * *

 **-Back Outside-**

Though the guild hall was destroyed, this only made the fairies even more angry as they began to fight harder than ever. Alzack shot another phantom as he went back to back with Bisca, the both of them both covered in dirt and injuries, but still in the heart of the battle.

"They may have destroyed our guild hall, but this fight ain't over yet!" He yelled.

The other fairies roared in agreement as their morale rose once more, beginning another round with the phantom foes…

* * *

 **-Back with the Dragon Slayers-**

Natsu's rage grew as he stepped forward. Now a few meters away from Gajeel, his fists were then lit with brilliant red flames.

"Your biggest mistake was messing with our guild!" He roared.

Gajeel, now out of his daze, powered up himself. "The only mistake I made was not killing you sooner!" He retorted as he then launched himself towards Natsu.

 _ **"Iron Dragon's Hard Fist!"**_

 _ **"Fire Dragon's… Iron Fist!"**_

Natsu's flames flew off as his fist collided with Gajeel's. A moment later, their magic circles appeared, activating their spells. Gajeel's scales then began to crack and fracture, shocking the iron mage.

"No! Impossible! **I'm** the strongest!" He said as his eyes widened in disbelief. Natsu's magic power surged off his body as he roared.

"This is it! You're through Black Steel!" He roared, his arms now condensing a large amount of magic energy.

 _ **"Dragon Slayer Secret Art! Crimson Lotus: Fire Dragon's Fist!"**_

Natsu then began to launch a continuous barrage of crimson red flame fists, each punch producing an explosion. Gajeel's eyes blanked out as he continued to get pummeled by Natsu's attack, eventually destroying his scale armor and destroying the titan itself from all the devastation. Large explosions blew out from the titan's torso as Gajeel was launched outside the room, screaming as he did so.

The members of Fairy Tail cheered in joy as they recognized the bright light that was their Fire Dragon Slayer. The titan's head fell, falling into the lake and making a large splash as it did so.

Happy carried Lucy by her back as the two of them shouted out for Natsu. Spotting the two Dragon Slayers on the edge of the room, they floated by him as he grinned at them, now falling down onto his back as he sighed in relief…

* * *

 **-Back with Erza-**

The room was beginning to tremble as a result of Natsu and Gajeel's fight.

Jose snickered as he looked up. "My my, what an unruly Dragon you all have." He said.

Erza and Echo Echo stood against him, both of them panting.

"He may be unruly, but he's still a powerful wizard." Erza remarked, Echo Echo nodding in agreement.

Zooming out, Gray, Elfman, and Mira were down a few meters away.

Erza took another stance as she breathed sharply. "If anything I'd say he's just as powerful as me, stronger even." She remarked again.

Jose chuckled as he crossed his arms. "Now now, no need to be so modest Titania. Your magic is just as intriguing as Salamander's. You are the first to last this long against me in the heat of battle, well, you and your little pet there." Jose quirked.

Echo Echo's face twitched. "I am NOT a pet!" He retorted.

Jose blinked as he turned his face back to Erza. "I'd say that if you were at your full power you'd be almost matched to me if you hadn't involved yourself in other affairs." He complimented.

Jose then closed his eyes. "You know the one thing that irritates me about Fairy Tail? It's that wizards as strong as yourself side with Makarov!" He then said, opening his eyes and holding his arm out in a fist

. He then flicked his finger, pushing a wave of concentrated air that blew Erza into a wall. Echo Echo looked back in concern, before glaring at Jose.

"Since you can't be tempted to join Phantom, there's only one way for you to go…" He muttered.

He released his fist, each of his fingers firing off an energy blast and creating dust clouds. Erza then rose out of the rubble and flew up as Jose began to shoot her continuously. The scarlet warrior dodged his attacks as she flew around the room.

Jose then growled. "If I kill you, it'll be sure to send that old coot into the depths of despair… His guild hall destroyed, his 'family' torn apart! He'd be dead inside and out!" He murmured.

Erza and Echo Echo attacked simultaneously, Jose zooming away and reappearing elsewhere.

"Phantom was at the top. The strongest wizards, the most capital and members… but then Fairy Tail came into the picture. The names Erza, Laxus, and Mystogan were heard wide and clear. The stories of the Salamander started to spread like flames, and know Phantom Lord and Fairy Tail are considered equals by the public… _We can't have that now can we_?"

Erza's expression turned to rage as she attempted to swipe at him again. He leaped back and landed on a piece of rubble.

"So this is all because of jealously?!" Erza sneered at her. "Jealously? Such an absurd idea, we wanted to prove to the kingdom that Phantom Lord is the dominant guild!" He explained.

Erza then roared as she began a flurry of sword swipes. After dodging for a bit, Jose leaped back and drew a circle.

 _ **"Shade Entangle!"**_

The circle launched a flurry of ghosts that began to twirl around Erza. Squeezing her tightly, they began to emit electricity, causing her to shriek in pain as she dropped her sword. Echo Echo growled as he began to run towards him.

"JOSE! LET HER GO!" He demanded.

Echo Echo duplicated rapidly. The clones held onto one another as he used them as a whip. Swinging the Echo chain at him, the Echo Echo on the end kicked him in the face, freeing Erza as she landed and slumped on the ground. Jose was launched back a few feet as he tumbled. Lifting his head up and growling, he bounced himself up.

"And you! You little whatever you are, you are a pain in my bottom!" He shouted.

Echo Echo then chuckled. "What, because you got hit in your bottom?" He taunted.

Jose remained silent for bit before grumbling a bit, briefly holding his assets in discomfort. Echo Echo then blinked.

"Oh. Uh, sorry about that." He said. Jose responded by shooting another blast, destroying the Echo chain. "And now you are next!" He growled.

Echo Echo smirked. "Let's see about that then!" He said, pressing the Omnitrix dial. The bright light caused Erza and Jose to cover their eyes. "Ben!" Erza yelled in concern as she tried to look.

In a flash, Echo Echo was replaced with a large and bulky planetary humanoid creature that had green eyes. It had rocky skin and a large mouth. In the center of its body was a molten planet core and it wore a uniform that consisted of a black sleeveless shirt with green stripes, and black shorts with gray and green stripes. The Omnitrix dial was located on its forehead, with the Fairy Tail mark now displaying itself as a green rock on its left shoulder.

As the flash dissipated, both of the mages gazed at this new form in shock. Its sheer size made Erza's jaw lower slightly, with Jose's eyes widening in surprise.

"A Take-Over Mage? What creature is this?" Jose then inquired.

Ben then smirked as he rocked his fist back. "A creature that you won't be able to recognize after it beats you senseless!" He retorted, knocking him away.

The man grunted as he back flipped mid air, leaping away a few feet in conjunction to the momentum that he was given.

Jose then grinned menacingly. "And a full-body Take-Over at that! Much more skillful than that presumed _'Beast-Arm Elfman'_!" He said, mocking Elfman.

Ben then cracked his knuckles as his eyes narrowed down at him. "Your only concern is with your selfish desires. You don't deserve that medallion of yours!" He retorted, pointing at said medallion. Jose then grinned.

"Alas, another gifted mage involved with the dirt that is Makarov... A shame that I will have to destroy you!" He yelled. He then struck out his arm.

 ** _"Darkness Barrage!"_**

Several magic circles flickered as they launched a barrage of ghosts at Ben. The large alien proceeded to block them as they exploded on contact. Erza then stands up, looking at the explosion in worry.

"Ben! Are you alright?!" She asked worriedly. Her answer came as Ben appeared unharmed when the smoke cleared up. Jose's eyes widened a bit, before drawing more circles. "Let's see if you can survive this then!" He yelled.

 ** _"Ethereal Phantom!"_**

The circles merged into one as it glowed a dark purple. Soon after, a large cloaked phantom emerged from it and charged at Ben. Erza's eyes widened as Ben just stood there.

"Ben what are doing, get out of the way!" She ordered.

The Galilean then smirked as he held out an arm. "Don't worry Erza, just a **Gravattack** to handle a large thing like that!" He said, a green glow of hazy light encasing Gravattack's hand.

The phantom was then pulled down onto the ground, shaking the place up a bit as it crashed. Jose yelled in disbelief. "WHAT?! Impossible!" He yelled. Erza blinked a few times. "Gravity?" She asked.

Gravattack turned his face around as he snapped his fingers. "Bingo!" He answered, now spinning his arm around.

The phantom roared as it began to spin around Gravattack. "Now then Jose, why don't you have a taste of your own medicine?" He then said, now using both of his arms.

The phantom began to spin faster and faster around him until it almost became a blur. Now thrusting his arms out towards Jose, the phantom charged and collided with him at blinding speed, launching Jose into a wall and causing a massive crashing sound to be heard.

Gravattack then walked over to Erza. "You alright Erza?" He asked, helping her up. She nodded as she stood up with the support of Gravattack, looking over at the others.

"We should get the others out of here. At this rate, this entire place is going to come crashing down on us!" She said.

Gravattack nodded, lifting his arms as he grabbed hold of the Gray, Elfman, and Mira, moving them towards the exit part of the room. He also grabbed Erza, who gasped a bit before looking at him.

"Ben? What are you—" She asked. Gravattack then looked at her. "You're hurt Erza, you can't keep fighting like this. I'm going to take you— OW!" He yelled, dropping her accidentally.

Gravattack took a step forward due to a newfound pain in his back. The Galilean turned around, the two now looking a very pissed off Jose, whose eyes were now pitch black as his pupils were now contracted in a dull yellow color.

Jose then roared as his magic power surged from his body. "You foolish miscreant! You have made a TERRIBLE mistake! For that, you shall pay with your very lives!" He shouted, firing a large beam.

Gravattack quickly tried to block it, but it was too late as he was hit directly in his core, causing him to get launched back a few feet as he was lifted into the air.

Landing with a loud thud, Gravattack groaned as he held his core, which began to glow. He then gasped as he stood up, looking at it.

"Aw man, why'd you have to go and do that for?" He asked.

Jose spat on the ground. "What are you talking about you foolish creature? Bah, it doesn't matter. DIE!" He yelled.

 _ **"Pulsing Void!"**_

Jose struck his arms out as a large magic circle flickered, launching a massive beam of energy then looked over at Gravattack.

"Ben?!" She shouted.

Gravattack grunted. "Ugh, I got this!" He said, slapping the dial on his forehead.

In another flash, he was replaced with a thin crystalline humanoid creature. It's body was made of purple rock with black lines and spots. Its arms and face were magenta, with six shards sporting on its back, two on its chest, and a single long one on his head. Its face had a mouth and a single large green eye, with the Omnitrix dial on its chest, and the Fairy Tail mark on its left shoulder.

 **"Chromastone!"** The crystal alien shouted out.

Chromastone then held his arms out as he clenched his fists. The spell then made direct contact with his body, the Crystalsapien beginning to absorb it into himself with mild discomfort. After the attack ended, an aura made of ultraviolet rays surged from his body as he then concentrated it to his palms. Holding them out, a large ultraviolet beam was channeled outwards towards Jose.

The guild master retaliated with another Pulsing Void, only now he added more power to it. The beams stood at a stand still for a moment, before Jose's began to overpower his. Chromastone grunted as he was beginning to get pushed back.

Jose then started to laugh. "HAHAHA! Take this you crystal freak!"

Chromastone began to get pushed back more and more. "Urgh, can't last much longer!" He grunted. A familiar hand was then placed on his shoulder as he turned his face.

"Erza?" He said.

Erza gave him a weak grin as she began to surge her own magic power into Chromastone. "Go, use this to take him down!" She ordered. Chromastone grinned as he turned back, his beam becoming larger. His ultraviolet beam then began to push Jose's back.

"What?!" He yelled.

Jose began to grunt as Chromastone's attack came close to nearing its mark. Eventually, his spell was overpowered as the beam then exploded. Chromastone then went down on a knee as he panted a little. Erza patted his shoulder as they gave each other a thumbs up.

"Well done Ben." Erza commented.

Before the two could celebrate however, a familiar trail of ghosts spawned from the dust cloud, wrapping the two up and strangling them. Chromastone's guard was down for a bit so he was unable to absorb them. Jose then came out of the smoke as he held his arm out with a magic circle. He then began to laugh manically.

"I have you two brats now!" He yelled, constricting the two harder and causing them to scream in pain.

"I'll have you know that despite my hating of your guild, it isn't you who triggered my motive for this war Titania! You see, we were hired by the patriarch of the Heartfilia family to find his missing daughter." He began to explain as the two grunted again.

"That child is related to one of the kingdom's most wealthiest men, and is now in Fairy Tail... so I see Makarov is trying to buy his way to the top now is he?!" He raged.

The two glared at him as the pain continued to make them groan in discomfort.

"Now that your guild has access to the wealth of the Heartfilia family fortune, it's only a matter of time, but what would happen if I wiped YOU OUT?!" He suggested, placing more force on his spell and causing them to scream again.

Chromastone then began to snicker, causing Jose's expression to turn to surprise.

"It's funny how much you don't know Jose!" Chromastone mocked. Erza joined in. "You're concerned over something like your guild's ranking! But I'm more amused by your misinformed state about Lucy!" She said.

"What?! What do you mean Titania?!" He yelled in question.

"She came to Fairy Tail as a runaway, with no access to her family's fortune!" Chromastone answered. "She rents a place for 70,000 jewels a month, and works hard to pay for rent!" Erza added.

"She fights with us, laughs with us, cries with us! She's no different than any other member in our guild!" She then shouted.

"She may be the daughter of the Heartfilia family, but that doesn't mean that she could've chosen her destiny! You know nothing of her, so shut up!" Chromastone yelled along with her.

Jose's face then turned to one of sadistic intentions.

"Well then, I'll find out soon enough!" He said, pumping more energy, causing Erza and Chromastone to start breaking apart, Erza's armor and Chromastone's body.

"I'm not just going to hand her over to her daddy without some sort of benefit to my side. I'm going to hold her hostage until he meets my demands!" He said with a cruel tone.

The two continued to scream in pain as they cursed him with words. Jose laughed as he used his other hand to initiate a drain spell, causing more damage.

 **"I'll make an example of you two for your guild mates! Now, prepare to die Titania, and you as well you abomination!"**

* * *

 **-Outside-**

The sky filled with the dreadfulness that was Jose's Shade Magic began to clear up, the dark clouds circling on top of the titan now returning to normal. The people of Fairy Tail began to look up in awe.

"It's him… _he's_ back!" Alzack yelled in joy.

"Is it really _him_?! I thought _he_ was still in Porlyusica's care!" Macao said.

"Nope! _He's_ back, and ready to kick Jose's ass once and for all!" Cana screamed out happily.

* * *

 **-Back to Jose and the others-**

The sudden light banished Jose's hold on the two as a regenerative aura surrounded Erza and Chromastone. The two looked at themselves as they began to heal. Erza then looked up in disbelief.

"What…? But how?" Erza asked as her eyes widened.

"I don't know… but we shouldn't be complaining about this!" Chromastone quipped.

As the two floated down, Jose then looked up behind them, his eyes squinting at a figure floating in the light. He then began to grin as the figure landed on top of some higher rubble. Erza and Chromastone turned their backs to witness their guild master standing above them.

 _"Master Makarov…"_ They muttered in surprise.

Makarov's eyes opened as he looked at everyone.

"...You have shed the blood of our children, and that is unforgivable. They have been made to suffer from the incompetence of their parents... so we are both to blame, Jose. However, this war has gone on long enough, SO LET US END IT HERE AND NOW!" Makarov challenged.

Jose accepted his challenge with a dark grin as their magic power surged. The two's magical power began to shake the very room, as if it were trembling in fear before their power.

Erza and Chromastone stared in awe before their attention focused back. They ran to the others and picked them up and then started to move everyone out of the titan and back to Magnolia Town…

* * *

 **-Back in East Forest-**

Porlyusica stood at the footsteps of the her home as containers of apples and other goods laid. She held her broom as she looked up, the wind flowing.

'The fear of the trees, the earth, the air… I feel it all. And this is exactly why I…' She mused, before going on a rampage, kicking over a box as she swung her broom around in comical anger.

"I HATE HUMANS! THEY'RE SO DIM-WITTED AND THEY HAVE NO IDEA HOW TO SOLVE A PROBLEM WITHOUT VIOLENCE! MAKAROV YOU DUMB OLD MAN!" She raged.

An apple that fell out of the container rolled to a foot wrapped with bandages. The figure then picked up the fruit as Porlyusica turned over in slight surprise as the person sat on the trunk of a tree.

" _Mystogan_ …" She said dumbfounded.

Mystogan then held the apple up. "Mind if I have this?" He asked.

She then narrowed her eyes. "I was wondering how the old geezer managed to recover so quickly. You went around and gathered Makarov's lost magic, so now it all makes sense." She analyzed as Mystogan took a bite out of the apple.

"I DIDN'T SAY YOU COULD EAT THAT!" She retorted.

Holding the apple out, Mystogan looked up. "This war will be over soon." He bluntly said. Porlyusica looked up at this face. "I've nothing to do with this violence between loathsome humans, but aren't you one of Makarov's? Shouldn't you be supporting your guild?" She then asked.

Mystogan then pulled something from his pocket and threw it into the air. The medic's eyes widened as it was revealed to be the flags of the various branches of Phantom Lord.

 _'All of these flags… He must have overthrown every single branch in the entire kingdom!'_ She mused in amazement.

Mystogan then leaped off the tree, landing on the ground and taking a few steps. He then picked up another apple. "Mind if I take this for the road?" He then asked.

Her face then twitched. "You are going to clean this mess up aren't you?" She retorted again.

She then sighed as she turned to another direction.

"I will never understand humans. Thirsting for power, finding themselves at war all the time… They forget how much pain and sorrow they bring with them when they do their foolish acts. All that matters to them is victory…" She said, closing her eyes.

Mystogan took another bite. "I believe there is a way to save them from that pain and sorrow somewhere in the world. A sacred light which guides us all." He said, looking at his apple…

* * *

 **-Back with Makarov and Jose-**

The two began to blast each other with spells as they flickered around the room. Jose struck his arm out as a circle launched out tendrils of shadows at Makarov. The old man clapped his hands together and spawned three circles which blocked the attacks from all directions.

Jose then grinned as his eyes widened, spawning another two circles that launched more ghosts. Makarov grunted as a vein popped on his forehead, his circles expanding as they were resisting the spell. As the two withstood each other, their attacks blasted them back as they spun around, landing on the ground. Jose then rocked his hands back as magic power was beginning to concentrate into them, with Makarov revealed to have drawn a magic sequence as they landed, now glaring at Jose.

 _ **"Dead…"**_ He started, the two beginning to charge up their magical power. Makarov then swung an arm back as a flicker of light began to glow on his finger.

"I thank you my children, I could not have done this without you. Bless you all that you are proud to be members of FAIRY TAIL!" He yelled.

The two masses of energy sparked as nature itself began to suffer from their power. A transparent sphere of energy enveloped the titan as a massive amount of water swirled around it, the twisting clouds now thundering around the area. The guild members of Fairy Tail shrieked as the ground itself began to shake and tremble, as if an earthquake had awoken in response.

Back in the titan, Jose then mustered his energy as he thrusted his arms out.

 _ **"WAVE!"**_ **He roared out, blasting an even greater beam of phantoms at Makarov. The old man held a palm out as a magic circle flickered and deflected the spell, causing it to beam and launch out of the titan itself, causing a massive shock wave that went all the way to the shore land.**

Out of the dust clouds the two stood as Makarov floated and spawned three circles. Clapping his hands together, a white light grew in his hands as he yelled, launching a mass of energy at Jose as the Phantom master laughed and took it head on. The force of the attack caused Natsu to get blown away a few meters, causing him to fall down to another level as Lucy and Happy flew over. Happy then looked up at the sky.

"Natsu, what the heck is going on?" He asked. Natsu grinned as he laid on the floor. "Pretty sure that's Gramps! He's probably settling the score by now!" He said confidently.

Back with the guild masters, they floated down onto the ground. Makarov lifted his face as he looked at Jose.

"I'm impressed. You have so much power at your command. I can see why the council elected you as one of the Ten Wizard Saints. Though you could have used that power to be a role model for the younger generations. Instead you are misusing that power for your own selfish purposes, the exact opposite and the thing that no one should ever become. I cannot allow that to continue." He said calmly.

Jose closed his eyes as he grinned, gesturing his hand as he looked up at the old man.

"What is this, a lecture?" He questioned.

Makarov then closed his eyes. "I have a rule that seems to work rather well with my kids in Fairy Tail. So I'm going to give you to the count of three to kneel to me Jose." He then said, causing Jose's expression to turn to anger.

"What?!" He asked mockingly.

Makarov's eyes then contracted.

 **"One…"**

Jose then laughed. "So not only do you want me to surrender to you, but you also want me to KNEEL before am I right? What the hell gives you the right?! If anything, you should be kneeling to me you pathetic old man!" He shouted defiantly.

Makarov's pupils then disappeared as his arms huddled up, a light beginning to flash brilliantly.

 **"Two…"**

Jose then began to generate his strongest spell as several smogs of ghosts began to spew out from his arms. "Why the hell would the guild master of the strongest guild bow to anyone?! Technically we are evenly powerful, but my ability to be heartless makes me stronger! So kneel before me Makarov!" He commanded.

The glow in Makarov's hands grew larger and brighter as the rotated his palms around it.

 **"Three… time's up."**

"NOW YOU AND YOUR PRECIOUS LITTLE FAIRY TAIL WILL DIE BEFORE MY HANDS!" Jose screamed out as he launched his attack.

Makarov then slammed the light between his palms, the light beginning to flash even brighter as it erased Jose's spell and erupted a mass of light around him.

 **"I invoke…** _ **Fairy Law."**_

Musing the words in his mind, a golden magic circle bearing Fairy Tail's symbol appeared behind him. Outside, Makarov's light expanded outwards as a gargantuan magic circle opened up in Magnolia's sky. The light then shined brilliantly, making the phantom soldiers burn away and everyone cover their eyes. Erza and Chromastone looked back as the others began to wake up. Gray stood up as rubbed his eyes.

"What's going on? What is that?" He asked.

He and the others ran up to witness the scene. Erza then gazed upon the light.

"That is _Fairy Law_." She answered with a smile as she flashed back to her Heart Kreuz Armor.

Gray and Elfman looked at her. "What is it?" They asked again.

"A spell that vanquishes the darkness with sacred light. It only affects those that the caster deems as an enemy. Incredible isn't it, not only is it one of the most legendary spells in existence, but it is also one of the _Three Great Fairy Magics_." Erza explained in awe as everyone else gazed upon the light.

A few moments later, the light dissipated as the scene zooms back into the titan. From a massive dust cloud stood a trembling Jose, whose entire figure was paled out as the man's jaw gaped open, his arms attempting to cover his face. Makarov stood in front of him as he gazed upon his ruined state.

"You will never bother Fairy Tail ever again is that clear?" He ordered as he turned around.

"I'm sure the Magic Council will take note of all of this and will be watching us after all that has transpired. You better be on your best behavior Jose, I know I will." He warned as he walked off.

A mass of wind then began to form behind the old man, revealing Aria whose face was bawling out as he grinned menacingly as his palms spawned two magic circles.

 _'Our master has fallen, how sad! But the old man's left himself wide open again, THIS IS MY CHAN—!'_ He yelled in his mind as he attempted another Drain spell.

Makarov then stretched his arm back as he swiped Aria across the face, causing the man to crash into a wall and pass out again.

"The war is over. There no longer is any reason to fight anymore. But if you push me to the point of anger, I will eliminate your guild without hesitation… Now you kids get out, and take Jose!" He said in a jokingly matter as he turned his face.

Walking over to the edge of the titan, he lifted an arm, confirming his victory as the crowd down below cheered in triumph.

"Hurray! We beat Phantom!" Everyone yelled out as they began to celebrate their victory.

Makarov then lifted his arms out.

 **"We are victorious, but I had little to do with it. This victory, IS YOURS MY CHILDREN!"** He yelled out.

Natsu laid on the ground as he grinned again. Chromastone then reverted back to Ben as he grinned too.

"Heh, couldn't have done it with you big guy…" They said in unison.

* * *

And with that, the Phantom Lord Arc is finished!

So, before moving on the Loke Arc, I'm sorry to say but I want to add two more 'filler' parts again, partly due to your suggestions and partly because of some of my own ideas. I hope you understand my intentions for this.

But anyways, thank you so much for reading The Null Fairy up to this point. Please review this story. Any comment/advice is welcome as usual as it helps to contribute my understanding of becoming a better author.

And now, with that all said, I'll see you all in the next part, see you later!


	12. Explorations

Heya everyone! Sorry for the late publishing, I've had some re-editing to as well as some real life stuff to take care of. But who cares about that, I sure as hell might not.

But first, I want to give Zero10 and Sean Bruce a large thank you for your reviews/messages. The void holes are in process of being filled up and are now available! (Ha. Get it? Void? Like _Null Void_? …Eh, least I tried!).

To answer about the italics, I honestly thought in the beginning that the bundle of text would make it hard to look out for conversations, so I figured if I converted them to italics, I thought it'd be useful. Not to worry, I've changed all the chapters to standard text, only using italics for when characters speak in their minds or when using spells/special attacks or other mishaps in the story.

So flashbacks may be a bit annoying but it helps to explain scenarios, so sorry if anyone is annoyed with that. My main goal is to give something fun to read, along with the occasional humor and fluff, so now I can focus on that stuff now! \ (•◡•) /

And so, without further ado, please welcome the next part of The Null Fairy!

And as always, I own nothing related to the subjects of _Ben 10_ nor _Fairy Tail_. Please support their official releases, and once again happy reading to all of you!

* * *

 **Chapter 12:** _Explorations_

 **-Magnolia-**

A week after the war between Phantom Lord and Fairy Tail, the Magic Council sent their Rune Knights to interrogate both guilds. After thorough investigation, they decided that Phantom Lord was guilty of instigating a war as seen by the clear evidence in Magnolia city.

But that doesn't mean that Fairy Tail was completely innocent as well, so they also got punished as well, albeit not as harshly.

Lucy had decided to return home. The servants of the household were thrilled to see their mistress return all grown up, but Lucy did not come for just that. She came to confront her father, June Heartfilia.

Dressing in a formal wear like she used to, she enters his room. June sighed as his back was shown to him as Lucy opened the door.

"Father." Lucy said.

He turned around to face her. "You ran away without even saying a word. How could you?" He complained with a calm tone.

Lucy then blinked. "Yes. I'm sorry about that, I shouldn't have just left without notifying anyone. That was a mistake on my part, and one that I regreted doing." She confessed.

He then turned his back to her again as he huffed.

"Hmph, about time you figured that out. A member of the Heartfilia Family should not dwell with such peasants like those wizards. Wasting money by hiring those Phantoms wasn't something I enjoyed doing." June then said.

He then lowered his eyes as he looked at her.

"If you hadn't done this, I wouldn't have had to bring trouble to your guild. It's your fault that they suffered, you live in a different world than they do." He stated with a commanding tone.

Lucy clenched her fists as her face lowered.

"Which brings me to the point about our family and the reason that I wanted you to return in the first place. I've arranged a marriage between you and Duke Junelle's son, Sawarr. Once you marry, the southern lands of the Junelle will be shared with us, and we'll be able to make millions with the Heartfilia Railway!" He stated with joy and excitement.

Lucy then glared at his back. "I suspected that might've been the case Father…" She muttered.

He then broke the limit with his last statement.

"And I expect you to give birth to a baby boy. We need an heir for the Heartfilia after all… and now that I've said my piece to you, I want you to return to your room." He ordered.

Lucy then sighed as she took a deep breathe.

" **I'm sorry, but that's not going to happen Father."**

June's eyes widened as he turned around in confusion. Lucy then held her arms out.

"I didn't come to make amends, I came to say goodbye." She then confessed.

Lucy then began to explain about how she regretted leaving her home at first because of her memories with her mother, and the friendships she made with the servants. But then she stated that her true family was with Fairy Tail, because they gave her the one thing that she wanted that he never gave her.

 _True Happiness and Acceptance._

"Forgive me Father, but I am no longer Lady Lucy of the Heartfilia Family. I'm Lucy, of the Fairy Tail guild!" She shouted out, displaying her guild mark.

She then ripped her dress in defiance as she glared at her father.

"I'll tell you what I really feel! Fairy Tail has been more of a family than you ever had! The next time you threaten to harm Fairy Tail, **I, along with everyone else will consider you as an ENEMY!** " She confessed.

Lucy then turned around as she began to leave, her face giving off a sad smile.

"I am no longer the Heartfilia's Lucky Lucy… You've caused too much pain for me and my friends. I never wanted wealth or fancy clothes, I just wanted a family that accepted me as just Lucy." She said.

She then stopped and turned round. "I lived her since I was little, so leaving the house that I lived with Mom will be hard… and everyone else too, I hate to leave them as well. I guess… if Mom was still alive, she'd encourage me to live and do what I desire.

June looked at her, a seemingly splitting image of another woman appearing beside her as tears began to form.

' _Layla…!'_

Lucy then turned around as she smiled sadly.

"I guess, this is goodbye then… Daddy." She stated with sadness as she left.

* * *

 **-Back at Fairy Tail-**

Makarov had gone along to be interrogated in court. Fortunately Fairy Tail was found innocent, and Phantom Lord was disbanded, with Jose's status as one of the Ten Saints revoked. As he returned, the remodeling of the guild was coming along smoothly. Ben helped with the process using his speedy and heavy lifters.

Eventually, after a number of repairs were made, Mira made an announcement behind their rebuilt bar counter.

"So, listen up everyone! The guild is now taking on job requests again! Even though the new hall isn't finished yet, at least you can all get back to work starting today!" She said cheerfully.

Lucy smiled as she sat by the counter as the two watched the others roar with positive emotions as they ran to the board. The blonde then looked at Mira.

"Say Mira, do you know where Loke is? I wanted to thank him for picking up my keys." She asked.

Mira then shrugged. "I'm sorry, I don't know where he is. But I'll let him know as soon as I see him!" She responded enthusiastically.

Suddenly, a barrel crashed next to them, causing them to shriek a little as they looked over.

"I _dare_ you to show how you feel to the others!" Erza growled.

Laxus made a gnarly grin from his position as he stood up from a table.

"Fine then!" He answered, turning around.

"This place is full of pathetic weaklings! Especially you two, you got your asses handed! You were practically play toys for them!" He said towards Jet and Droy.

He then turned over to Lucy and Mira as he raised an eyebrow.

"And here's our little special princess! This thing was entirely your fa—"

"LAXUS!" Mira interrupted.

She glared at the blonde man. "Shut up! No one is to be accountable, even you, even though I begged you to come and help!" She retorted.

Laxus then cracked his neck. "Oh will you quit whining?! If I was there that fight would've ended on a one sided devastation!" He gloated.

Erza then stepped up. " _You little—"_

She was interrupted by Natsu who attempted to run up to him, but he too was stopped by Ben who sighed. The boy then walked up to him casually as everyone looked at him. Ben then looked at him while yawning.

"Really? Belittling everyone, even though you did squat? Do you even know how it feels to fight against one of the Saints?" He dared say.

Laxus then turned his neck over to the boy.

"Oh, and who are you to say that brat?" He blurted out in a cocky tone.

Ben tilted his head. "I am, because unlike you, a little kid like myself was able to do so much more to prove that he's a better person than a lowlife like yourself. You remind me of an old foe I used to fight. So sad…" He said, shrugging.

A vein popped on his face as he then walked over and looked down on him. The others began to take a stance in case he did anything. Lightning swirled around Laxus' arm as he chuckled.

"Alright kid. I can tolerate those first words you said, but I think you said too much crap talk! _No_ one talks to me like that, 'cause I'm the next leader of Fairy Tail!" He then roared, swinging his electric-covered arm down.

Erza and Natsu then ran up.

" _Ben!"_

The twelve year old simply turned to his side as he dodged the attack, and then kicked the back of Laxus' leg, causing him to kneel. The thunder mage then snarled as he spun around and tried to kick him in the face.

"Little brat!" He yelled out.

Ben then ducked as he activated the Omnitrix. Skimming around for a moment, he then pushed down the core. Everyone shielded their eyes as they knew that Ben was getting serious, while also wondering what he was going to turn into now.

In a flash, he was replaced with a humanoid cyborg creature resembling Frankenstein's Monster. He had a muscular body and dark greyish yellow skin, with his hair in a black mullet style. He wore a black, gray, and green short sleeved shirt along with black pants that glowed green on the bottom. He wore dark green gloves with his fingers showing. Two bolts appeared on his chest, and on his back he had two dark green tower-like conductor coils. The Omnitrix dial was on his chest, with the Fairy Tail mark on his shoulder.

Ben pumped his fists together as he cracked his knuckles. Laxus' eyes widened slightly before he glared at him. The others awe in Ben's new form as they thought it resembled something right out of a horror film.

"What are you, some kind of freak?!" Laxus demanded, swinging a thunder fist as him.

Ben simply grabbed his fist in his palm. Laxus then smirked as he began to try surging electricity into his opponent. However, it had no effect on the larger fighter, causing him to gasp.

"What?!" He shouted.

Ben smirked. "I suppose **Frankenstrike** will have to teach you a lesson in respect!"

The Transylian lifted up the thunder mage and threw him across the area, causing Laxus to spin midair as he landed and skid back a few feet. Laxus then growled.

"Alright freak show, time to die!" He yelled.

Frankenstrike narrowed his eyes as he and Laxus began to charge at each other, but then suddenly…

"Alright, that's enough you two!" The voice said.

They both stopped to turn their faces. Standing in front of the bar was Makarov, who then started to walk forward. Laxus growled as he started to walk away, glancing at Frankenstrike.

"Don't think this is over between us kid! Next time we meet, you're going to turn into a bloody pulp! And to all of you losers, enjoy your time before I become the master!" He yelled, flashing away like a lightning bolt.

Frankenstrike then reverted back to Ben. Erza and Natsu stood with angry expressions before calming down and walking over to Ben. Lucy then sat down again.

"What a jerk. Why would anyone like someone like him to take over?" Lucy asked. Mira then gave a sad smile.

"We probably don't have a choice, since he is Master Makarov's grandson. It's because of him that Master Makarov chooses to stay as the Guild Master, it's for that very reason." She explained.

Natsu then clenched his fist. "Grr… I seriously hate that guy!" He yelled. Erza then sighed.

"Calm down Natsu, there's no point in indulging more energy into this." She said.

Erza then smiled. "Let's try to change this gloomy atmosphere. How about a job? We can get Gray and Lucy to come along with us too. Ben as well." She suggested.

The two then gasped in surprise. Mira then looked over at Gray.

"Gray. Clothes."

Gray then looked down as he shrieked in embarrassment as he was only in his undergarments again. Erza then smiled as she placed her hands on her hips.

"We've all been working together for a while now, so I presume that we're all a team I guess." She decided.

Several members sweat dropped at her mention.

" _Now_ she mentions it?" One said.

"That's Erza for ya." Another replied.

Erza then suggested the idea again. The others agreed, before Gray started to look around.

"Hey, where is Ben anyways?" He asked.

The others blinked as they looked around. Mira and Makarov then gestured to the board.

"Actually, Ben just took a job request as you all were talking. He seemed to be in a trance as he walked off." Makarov said.

Gray then crossed his arms. "Well, I guess the team isn't complete without him I guess?" He asked.

Erza shook her head. "I'm sure he's conflicted about Laxus' standing within the guild, just give him some time." She asked politely.

She then walked to the middle of them. "Well then, I already got us a job to take down some criminals in the town of Lupinus, so let's go." She ordered.

* * *

 **-Night Time, on top of the Fairy Tail Construction Site-**

Makarov sat on the peak of the site as he drank a jug of beer in his jester-like attire. He grumbled as he thought about Laxus' words.

"Hmm… retiring, huh?" He said.

He then sensed a sensation in the air as a figure appeared behind him. The old man took another gulp as he hummed.

"Ah, I've arrived. You are Master Makarov yes?" The voice asked.

Makarov turned around, his eyes gazing upon a man that stood in front of him with a smile. He had black hair and wore a steampunk outfit with green goggles and a cane.

"Hello there. Can I help you?" Makarov asked.

"Well, more of an explanation on my part really. My name is Professor Paradox. Tell me sir, are you aware of the theory of alternate realities?" He asked. The old man nodded.

"Well then, this makes it easier to explain. I suppose that young Master Ben has already told you of his origins am I correct?" Paradox asked.

Makarov nodded again. "Yes. He said that he came from a place called the Null Void I think. But what does this have to do with alternate realities?" He recalled and asked.

Paradox chuckled as he took out his pocket watch. "Well, let me answer your question. I hope you don't mind if I give you trip through the phenomenon that is the space-time continuum?" He then said, clicking his device.

* * *

 **-In a vast chasm-**

The watch flashed blue, causing Makarov to close his eyes. After opening them, Makarov's eyes widened upon the sight he gazed upon. Paradox smiled as he held an arm outwards.

"Welcome to a _'projection'_ of sorts! Do you mind taking a look at this tree here?" He asked, displaying a hologram of a tree.

A large transparent blue tree then appeared. It had many branches as the base of the tree rose to a very high height. Paradox then pointed to the bottom.

"Here at the trunk of the tree is the beginning of the timeline that is young master Ben's activities in life." He pointed out, tapping the tree.

He then slowly continued to go up to the base, until he stopped at one point.

"Here, this is where the greatest event of Ben's life unfolded and split into different realities. I think you know what I might be revolving around." He then stated.

Makarov's eyes narrowed. "The **Omnitrix** …" He answered. Paradox nodded.

"Exactly. At the coming of ten years of age, young Ben encountered the Omnitrix during his summer vacation with his grandfather and cousin." He said, displaying an image of a ten year old Ben in front of the Omnitrix.

Paradox continued to explain the various events that happened to Ben, explaining the meaning of the branches, until he reached and pointed at the base of the tree with his cane again.

"And here again at the base, this is the most important one. This timeline refers to the Ben that appears here in this universe, as well as the most important of them all, the so-called ' **Prime** ' timeline. The branches on the tree represent alternative realities that are spawned as a result of different actions differing from the Prime timeline. Here, take a look at this." He said.

He then showed an image of a space crusade. Many ships were firing at each other, with many explosions and several planets damaged. Makarov's eyes widened slightly at the sight of planetary devastation.

"A war…" He muttered.

Paradox then nodded. "Indeed. And a war that eventually involves the destruction of the Earth in this timeline unfortunately, such as it is meant to happen regardless. Other realities may have not had this event due to actions in other moments in time, like this one."

Paradox then tapped a branch that showed Ben and Gwen escaping from the Null Void, thus leading to an alternate path in that timeline that differs from the Prime one.

Makarov turned over to his friend. "So… that means Ben…" He started.

Paradox closed his eyes. "Yes, in the Prime timeline, Ben has no escape route that will lead back to his dimension, and as a result, disaster will have unfolded in its wake." He concluded, but then smiled.

"However, young master Ben does gain something else in time in this universe, and it might even lift his spirit, possibly even something further than that. I'll leave it for you to discover what that is though, ho ho ho." He decided with a smile.

Makarov then drank another gulp. "So, why are you telling me all of this?" He asked.

"Because Ben still thinks he'll find a way home. And even if he does, the grief from the loss of his loved ones will consume him. I can assume what he does after that…" He grimaced slightly.

Makarov then lowered his face, understanding what he now said.

"I see… how unfortunate." He murmured.

* * *

 **-Back to Magnolia-**

Paradox then transported the two of them back to the site. He then looked up at the night sky.

"Well, that was all I wanted to and could say. If I could, I would transport young Ben back to Earth, but I'd be breaking the laws of space and time." He sadly said.

Makarov then shook his head. "Nonsense Paradox. I'll be sure to comfort Ben when the time comes, so don't worry." He reassured.

Paradox grinned. "Then it seems that my work is done here, please take this to show to Ben. Toodles!" He waved, before flashing away.

The guild master then stared up at the stars. "Huh. So how am I gonna insert this into a normal talk?" He stated as he held a cubed object.

Mira then called him from the ground with a smile. "Master! I have something for you!" She said.

Makarov then turned to face her. "What is it?" He asked.

She then held up a bunch of papers. "Forms for you to sign because Natsu and the others wrecked the town when they were on their request!" She said cheerfully.

Makarov's soul came out from his mouth as he cried out comically.

" _ **I am SO NOT retiring!"**_

* * *

 **-Four Hours Ago-**

Ben walked to the Magnolia Station while thinking about Laxus. His cold demeanor caused him to start remembering about Kevin and Vilgax, and eventually, the time he spent in the Null Void. Ben brushed the idea off his mind as he looked back at the job request form he took.

" _Exploration: The Diathon Ruins."_ Ben read out.

The mission was to go and scout out the vicinity of ancient ruins left by an ancient tribe that existed long ago in a northern region of Fiore. Ben took the mission on a whim, but he decided that an exploration mission by himself would probably give him enough time to cool off from that last encounter.

Paying for his ticket, he then waited for the train. As it came by, he was greeted by the familiar conductor.

"Ah Ben! I see that your guild is taking on jobs again. Sorry about that war with Phantom, must've been rough huh?" He asked.

Ben chuckled as he then showed his request sheet to him. The man nodded as he told Ben to get on.

"Well, since I'm off, I got time to spare. Get on Ben!" He said enthusiastically.

Ben nodded as he ran into the train. Taking a seat, the conductor then blew the horn a few times.

" _ **We are now leaving Magnolia Station. I repeat, we are leaving Magnolia Station."**_ He then said.

The train then started to depart. Ben took the opportunity to get comfortable, since the trip would take longer than the one he took going to Nagdro with Erza. A few minutes later, the boy's eyes started to dropped slightly, until they full went down…

* * *

 **-Inside Ben's Dreamscape-**

The dream flashes back to inside the Null Void. A younger Ben was running away from a large bunch of small animalistic creatures that were red and blue in nature. The young boy panted as he then jumped off the edge of the asteroid he was on.

The Omnitrix flashed, replacing Ben with Stinkfly. The Lepidopterran then flew away as he looked back, seeing the creatures growl and roar at him. Stinkfly sighed in relief, only to hear shrieks coming back. Turning around, his four eyes widened in horror at the site. The insectoid gasped as he covered his mouth with an arm.

 _"Oh God…"_ He muttered.

The Havoc Beasts that were chasing Ben at first were now being attacked by Null Void Vulpimancers, the race of Wildmutt. The canine aliens however looked different from Wildmutt though, having more ragged and fewer teeth, different colors of fur and having stripes of their backs. They also had tails.

The Vulpimancers began to literally tear through the Havoc Beasts in a pack of four, with horrifying scenes that made Stinkfly vomit in disgust and fear as the pack began to hunt and eat their new prey. The Lepidopterran then gritted his teeth as he then flew away, wiping his mouth.

' _Urgh… This place is just too much…'_ He uttered in his mind with mild fear.

Stinkfly then opened his palm as he sighed a little, revealing a small piece of tech.

"Well, at least I managed to get this part. _*Sigh*_ , this is gonna take a while I suspect." He groaned as he continued to fly away.

Landing on his home-turf asteroid, he reverted back to Ben. The boy began to walk towards a large rock. He then activated the Omnitrix again and turned the dial a few times. He then pushed down the core as he closed his eyes.

As the flash vanished, he was replaced with a large humanoid dinosaur-like creature with green eyes. His skin was rough looking as it was beige and light brown in color. His legs were slightly short compared to the other proportions of his body like his arms, but it was compensated with a tail that helped to balance him. He wore a white and black chest guard with a black shirt underneath along with black shorts. The Omnitrix dial was on his chest.

"This humongous rock can only be lifted by **Humungousaur** after all!" He punned, lifting up the large boulder.

He then gently placed the piece of tech in pile of other small gadgets. He then placed the rock back on top, sighing as he reverted back to Ben.

"I've really gotta make a base or something…" He muttered as he rubbed his head.

Suddenly, a head of Havoc Beast then came flying as it landed near Ben. The boy screamed in terror as he jumped back.

"AAAAHHHHH! Those Wildmutts are really REALLY savage! How far away was that throw anyway?!" He yelled, looking towards the direction he came from.

* * *

 **-Back on the train, now in Diathon Station-**

As the trained stopped, the slight momentum caused Ben to wake up as he gasped slightly from the memory. Taking a look around, the boy then sighed in relief as he got up. Walking over to the conductor, he then gave him a thumbs up and a small smile as the older man opened the doors and waved him goodbye.

Walking out of the train, Ben looked around as the station reminded of his visit to Slaterville back on Earth. He took noticed of the seemingly old western style of the place. Taking out his job form, he skimmed it to see the location of the requestor. As he walked out of the station, he asked around for directions. After a few minutes, he got the location, and began walking towards it.

Roughly six minutes later, he arrived in front of an office. Ben looked up at the sign. It read, ' _Darwin's Archeological Foundries'_. Ben looked at the paper again, confirming his location as he knocked on the door. A few moments later, a man wearing a stereotypical exploration outfit opened up.

"Hello there, can I help you?" He asked in a cheerful manner.

Ben nodded as he held out the request sheet. "I'm here to accept the request. My name is Benjamin Tennyson, I'm from Fairy Tail. Call me Ben though." He greeted with a smile, extending a hand out.

The man's eyes widened in joy as he accepted the gesture. He then offered him inside. As he closes the door, Ben takes a seat on a nearby chair. Darwin then goes along to a pile of papers, searching until he took out a map that was slightly yellowed from age. He then brought it to the table that Ben was sitting near, spreading it out.

"So, as the request on your sheet said, I wanted someone to go and scout the Diathon Ruins in my place." He said, pointing to the location on the map.

He then turned his face to Ben. "According to ancient readings, the people who lived in this area four hundred-years ago were superb users of magic. They were called the Nirvit, a tribe of native people who lived along this land. They were said to be long extinct however." He then explained.

Ben nodded as he held his chin in intrigue. "So, because these people were potent with magic, you think those ruins have a bunch of traps right?" He inquired.

Darwin nodded. "Indeed. I made the request because unfortunately I have no talent in magic… curse my lack of talent!" He cried out comically as he clenched his fist.

Ben chuckled. "Alright. I think I'll be going now. I'll see if I can find anything inside Darwin." He said.

The man nodded, before a thing in the back of his mind was brought to surface as he remembered it.

"Oh Ben, one thing I forgot to mention at first! You see, I sent that request to a few other guilds other than Fairy Tail. A few minutes ago, another person came in for the job. If I recall it was a blue haired girl that looked like she was around your age." He relieved.

Ben rose an eyebrow. "So, that means someone already accepted the job?"

Darwin then shook his head. "Oh no no no, I sent multiple forms because I thought the more people the merrier. If you head out now, you can probably catch up to your fellow colleague! Oh yeah, take this copy of the map!" He then said.

The boy then nodded as he then ran out. Looking on the copy of the map Darwin gave him. After eyeing the landscape, Ben began to run in another direction. After a few minutes, he reached the beginning of a large forest. The boy then looked on his wrist as the Omnitrix displayed a map copied from Darwin's.

"Hmm, this seems like the place." He decided, now entering the forest.

As he ventured into the forest, the sounds of nature echoed. Birds chirped, the wind blew and made the lush greens move along rhythmically. The boy smiled as he took a deep breath, fully taking in the atmosphere around him. The peaceful notion suspended however as a large explosion was heard from another part of the forest.

Ben gasped as he stumbled a bit, before looking at the direction from which the sound came.

"What was that?!" He asked.

He began to run through the forest, pushing away bushes and dodging trees and furry critters from the area. The boy panted slightly after he reached a cliff. Gazing upon a thin trail of smoke, his eyes narrowed as he jumped off the cliff, beginning to skid down the pathway.

After reaching the bottom, Ben began to run once again. He felt a wave of magic coming from nearby as he went closer and closer, eventually reaching a moderately sized crater. Ben skimmed the area for any traces of fires, eyeing a few trees that had slight burns and small flames. Running over to them, he then activated the Omnitrix and turned the dial a few times. He then pushed the core down as he jumped into the air.

In another emerald flash, Ben was replaced with a creature resembling a moth-like humanoid with green eyes that had dark green spots. His body was black, with cyan and blue spots on his arms, legs, shoulders, and his back. He had green eyes and four wings and antenna that were blue with no patterns. He wore a grey jumpsuit with short sleeves for his limbs that had green and white accents. The Omnitrix dial was on its chest, with the Fairy Tail emblem on his left shoulder.

The moth-like alien flew towards the burning trees. He then inhaled, shortly breathing out a cold wind that nullified the flames. The blue alien floated as his mouth curved into a smile.

"Now that's what I call a **Big Chill**." He punned, his mouth not moving as he spoke.

The Necrofriggian then floated down as his wings and antenna folded up around him into a hooded robe, giving him the appearance of a blue phantom. He then reverted back into Ben as the boy continued to walk. Ben looked around in suspicion, eyeing the trees and the ground. As he walked, his foot then stepped on something that gave a 'clang' sound. The boy then looked down in curiosity, before his expression turned to shock.

"What's this…? Wait a minute… aw man." He muttered out.

The metal object then flashed before it exploded, launching Ben into the air as he screamed comically. At the same time, another one went off in another location, but Ben was too focused on screaming to notice another figure shrieking. The two were flung across the air, remaining airborne until they reached an open plain in the middle of the forest. They landed with a loud thud as the ground shook slightly, a slight crater forming from their landing.

Ben landing on his face as he pushed himself onto his knees, groaning as he wiped the dirt from his face as he held his head in discomfort. He then heard a girl's voice right next to him that was whimpering as well from the landing. The two then noticed each other as they gazed upon each other's figures.

The girl had brown eyes and long dark blue hair with two bangs that went down to her chest. She wore a beige shirt under a sky-blue sundress along with black stockings that went down to her knees. She wore blue shoes and black socks.

The two looked at each other's appearance, before their faces met a foot apart. The two then had their mouths slightly opened as they both attempted to speak.

" _Ah._ Are you here for the request?" They both asked.

* * *

 _Ho ho ho_ , I'm back! About time I gave this pairing some light!

So, a few things I want to say:

I tried to make some… _suggestions_ that might make the story a little more plot-hole safe, sorry if it seemed a bit dark at the end.

And a HUGE THANK YOU to Zero10 for helping me out with this, I can't thank you enough.

Also, a huge thanks to all of you for the over a hundred reviews and over 11,000 views! Thank you again all of you for taking the time to read this story.

 **Author's Note:** _I've added some things to the first two chapters. With the help of Zero10 and others I've managed to try and close the plot holes regarding Ben. Please, give it a read!_

And once again, thank you all for reading. Reviews/comments are appreciated. See you all in the next part, and welcome the introduction of our revealed fluffy pair! I am going to have so much fun writing the next part!


	13. Alien Boy and Dragon Girl

Welcome back to the Null Fairy, now to chapter 13! Sorry for the delay.

I think I mentioned something regarding Natsu back in Ch.4 Sean Bruce. The whole recalibration process was because of when Natsu skimmed the Omnitrix when Wildmutt exchanged blows. But I might be able to incorporate that into the story regardless so yeah. Thanks for the other suggestions by the way.

And other than that, thank you all for the reviews and views! The first chapter has nearly 4,000 views alone!

So, here's the next part of the Null Fairy, with some introductory fluff, action, and other stuff that you guys like! Hope you all enjoy this.

And as always, I own nothing related to the subjects of _Ben 10_ or _Fairy Tail_ , please support their official releases, and happy reading to you all!

* * *

 **Chapter 13:** _Alien Boy and Dragon Girl_

Ben looked at the girl in question as they both muttered out the same words. Flustering back a bit, they both dust themselves off before greeting each other.

"Y-yeah. My name is Ben Tennyson, call me Ben though. And you are?" He greeted, his hand slightly shaking as he extended it.

The girl took a deep breath to regain her composure before smiling back at him in response.

"L-likewise. My name is Wendy Marvel, nice to meet you!" She stuttered a bit, accepting the gesture.

Letting go of each other's hands, Ben averted his gaze and head a bit as his cheeks became slightly tinted. Wendy did the same as well.

' _*Thump* *Thump* W-woah… what is this feeling? Just a gaze at her and I'm feeling…'_ He mused as he glanced at her a few times as he held his chest.

Wendy turned around as she held her hands too, a slightly larger amount of red appearing across her face.

' _A-a boy, and he looks around my age! Oh Carla… where are you at times like this, I've never felt this way before…'_ She flustered as she shook her head a bit, her hands holding onto her temple.

Ben slapped his cheeks with his hands to snap out of his daze. Wendy took a few deep breaths before turning around again, the two of them no longer having any evidence of blushing. Ben blinked as he looked at her face again.

"So, I presume that first explosion was you?" He asked. Wendy chuckled a bit as she sheepishly smiled.

Ben smiled. "And I even took care to take out those fires caused by the landmine explosions, oh well, guess that's that then."

Wendy rubbed the back of her head shyly. "Y-yeah, I'm a bit of a klutz. I'm actually feeling really nervous because my partner's not with me at the moment." She replied.

Ben blinked as he lifted an eyebrow. "Oh, you're part of a team?"

Wendy shook her head. "Well, not really a team. She's more of a close companion really, her appearance might not be what you'd expect however. You really wouldn't believe me if I told you."

Ben smiled as he crossed his arms. "Eh, I've seen weird things throughout my life. I'd believe you if you told me." He stated.

Wendy's eyes widened slightly as she smiled. "Well, alright then. To tell you the truth, my partner's actually a cat, well, a talking one…"

Ben blinked a few times. "Oh, is that it?"

Wendy blinked as she tilted her head. "Eh, what do you mean by that?"

The boy shrugged. "Like I said, I've encountered strange things. Back at my guild there's a talking cat that's actually a member." He replied, before blinking a few times.

"Hey Wendy, your partner wouldn't happen to be able to sprout wings from her back does she?" He asked.

She nodded in surprise. "W-wow, good guess. How'd you know?"

Ben smirked. "I don't think I've told you yet, but I'm what you call a Take-Over mage ( _well, only as Aerofel…)_." He said and thought.

Ben then activated the Omnitrix. Wendy looked at the device in curiosity and confusion as she watched him dial through the selections. Stopping at a familiar cat, Ben then pushed down the core and created a flash that caused her to cover her eyes.

As the light died away, Wendy looked down in shock to see Aerofel in Ben's place.

"Take-Over? Does that mean you took control of a member of the same cat species like Carla?" She asked.

Aerofel shook his head as he sprouted wings. Hovering in front of Wendy's face, lifted an arm.

"It's not really like that in my case. What I do is I take on a copy of whatever form I discover. The registered forms are transformations that I can access, granting me the abilities of the same species as if I was an actual cat like your partner, with the same body and abilities as a 12 year old cat creature." He explained.

Wendy clapped a bit as she was in awe at his explanation. But Aerofel's familiar appearance reminded her of her friend.

' _Ben… you…'_ She mused.

Her old habit of embracing her friend was pushed onto Aerofel as she hugged him, his back against her chest. Aerofel blushed hard at the sudden contact.

" _W-wendy?!"_ He said, his face lighting up in red.

The girl's face snapped back her body shook a bit. She then looked down at Aerofel as her face became cherry red.

" _A-AH!_ I-I'm so sorry Ben! When I looked at you I jus—" She blurted innocently. Aerofel shook his head quickly as his blush became brighter.

"N-no, it's a-alright. It's just that I've never been embraced like this before, even more so by a girl around my age as well…" He stated shyly.

Aerofel then turned his head over as he gulped. "U-um, want me to turn back to normal?" He asked hesitantly.

Wendy nodded slightly as she placed him on the ground, her fingers fidgeting.

' _Oh my God what did I just do?! I-I just hugged a boy the same age as myself! Oh no…'_ She mused in her embarrassing state.

Aerofel flashed and was replaced back with Ben, who was still slightly blushing. The two turned to one another as they laughed a little.

"So, w-why don't we get back to the request Wendy? Don't want to keep Darwin waiting now." He suggested.

Wendy nodded as she smiled slightly. "Yeah! Shall we?"

The boy nodded. The two started walking together as Ben took out the map Darwin gave him. Ben and Wendy located themselves according to which the landmines sent them. The two then started to walk after reaching a conclusion on what direction to go. As they traveled, they occasionally talked to one another about various things, exchanging laughs and joy as their friendship began to blossom.

After a few minutes of walking, the two arrive in front of a massive monolith. It was composed of dark stone with various patterns and symbols, the cracks in between overgrown with moss in some parts. Ben took another look at the map as he darted his head back between the two.

"Well, looks like this is the place." Ben concluded.

Wendy walked around a little bit as she eyed the surrounding area. Turning back and walking back to the boy, he put the map away.

"So, where do you think the entrance is?" She asked.

Ben shrugged slightly as he began searching around, Wendy following a few inches away. Ben took note of the symbols and other features that could've been seen as potential clues. Ben then held his chin.

"Well, typically places like this have things were certain patterns are distinguishable from others… let's try taking a look for anything out of the ordinary." He suggested. Wendy nodded in response as the two began to look around again.

The two of them started to take mental notes of the structure, making sure to keep their eyes open for otherwise out of place things. Wendy's eyes then noticed a slightly strange mark on one side. One of the tiles had a slightly different shaped pattern compared to the rest. Wendy then attempted to call out Ben when suddenly…

 _ ***Rustle!* *Rustle!***_

Loud rustles were heard coming from the forest of trees. Wendy turned around to see a large bush pushed away, revealing a large figure whose appearance was shadowed, and its eyes glowing a menacing yellow...

* * *

 **-Over with Ben-**

The Omnitrix wielder took another look around. He was contemplating whether or not his idea of looking for something like a miss-patterned tile was legitimately a good idea. His outward expression was blithe however as he looked around, his inner thoughts not really matching with his facial expressions.

' _Hmm, does it really work like that? Grandpa did say that old ruins typically had things like that, as unbelievable as that sounds. Well, his Plumber experience could probably vouch for that…'_ He colligated.

Ben sighed slightly as he closed his eyes. Taking a breath, he blinked as he began walking towards the ruins again. He started to look at the patterns before the shriek of a familiar girl was heard.

" _Kyaaaah!"_

His expression went wide eyed as he turned towards the direction of Wendy's scream.

"Wendy?!" He shouted, now running towards the sound.

* * *

 **-Back with Wendy-**

Wendy fell back in fear as she gazed upon the large figure, which was revealed to be a monster resembling a primate. It had prolonged ears and a long chin, as well as a pointed head. Having a large upper body compared to its smaller scaled bottom, it had a tail that sprouted from the bottom of its torso. It had green fur on its top and a darker shade of green for its bottom, with its skin being bright purple. On each of its arms were five pink hearts.

The monster roared at the little girl, causing Wendy to shriek in fear.

"E-eek!" She squealed.

The monster slammed the grounds with its fists as it growled.

"Human, what are you doing here?! This is my turf!" He shouted.

Wendy failed to respond due to her overwhelmed character. The monster growled louder in response. He then raised his arms up and attempted to slam them down on her.

"IF YOU WON'T GIVE ME AN ANSWER, I'LL JUST BLOW YOU AWA—" He roared out, his fists nearing Wendy.

She closed her eyes in fear as she was swept up from the ground. The monster's fists slammed down on where she used to be, resulting in a large impact that piled up a bunch of dust clouds and rocks. The monster was slack-jawed for a moment before looking at the new figure. Wendy opened her eyes as her expression displayed one of quizzical showing before changing to one of surprise.

She looked at Ben, who was carrying her in bridal style.

"Ben?" She gasped.

The boy glared at the monster. "Hey, leave her alone you Gorian scum!" He demanded.

He then looked down at Wendy. "You alright Wendy?" He asked gently.

She blinked a few times before nodding slightly. He smiled a bit as he went back to glaring at the monster.

Ben learned about Vulcans and their variations from Lucy, Natsu and Gray back in the guild a few days ago. Vulcans were ferocious monsters that inhabited multiple areas in the Fiore Kingdom. Depending on the environment they lived in, they varied in looks. Mountain Vulcans for example had white and black fur as well as black skin in accommodation to their adaptation in colder areas like Mt. Hakobe, where Lucy first encountered them on her first mission. For a Forest Vulcan like this one, this variation was called a Gorian. Natsu encountered one when he was younger so he had experience with them.

The few things that made them unique compared to other creatures is that they actually contain a fair amount of intelligence, though Gorians seem to be possess more compared to the Neanderthal-level of the Mountain Vulcans.

The other thing is that distinguishes them is that they can actually use magic, Take-Over Magic in particular. Vulcans use this magic to take control over the bodies of humans for survivability purposes.

The Gorian roared as he jumped up. Slamming an arm down towards Ben, the boy skipped a few meters to his side with Wendy in his arms. Her cheeks went slightly pink as he held her closer.

Landing, he placed Wendy gently on the ground. Ben turned his face over to her as she looked up at him.

"I'll finish this up in a jiffy." He said in a reassuring tone. He then turned back the Gorian, who became more pissed.

' _But now that I have this opportunity…'_ He mused. He then struck his left arm out.

"Omnitrix, perform area scan for uncatalogued species." He voiced. The Omnitrix's faceplate glowed in response.

 **" _Command confirmed. Performing area scan."_** It said in its synthetic voice. Wendy gave a look of confusion as she stared at the Omnitrix.

The familiar wave of yellow energy dispersed through the area for a few seconds before coming back. The Gorian had a scowling look as he tried to shield himself, the monster thinking the scanning wave was a weapon of some sort. The faceplate glowed once more.

 **" _Scan complete. One uncatalogued genetic signature detected. Scanning now."_** It then said.

The faceplate turned and glowed yellow as Ben aimed his arm at the Gorian. A familiar yellow ray of light scanned the Gorian as it continued to cover itself with its large arms. After a few seconds, the scan ended with the faceplate returning to normal. It then glowed green again.

 **"** _ **Alien DNA sample acquired and registered. Please input ID for newly obtained data."**_ The Omnitrix said, projecting a small screen with a keyboard.

Ben typed for a few seconds. The screen dissipated and the faceplate spun for a second before the core popped out.

 **"** _ **ID: 'Vulcan' is now registered into Omnitrix database. Entry now available in Playlist Eight."**_

Ben smirked before turning back to Wendy.

"Can I say something to you first before I fight this guy?" He asked. She nodded in response.

"Good. I'm going to take on a form that you might not like, so I just wanted to warn you a bit. Don't worry, this won't take long." He said as he winked.

Turning back, he slammed the core down and was enveloped in another emerald flash.

Now dissipating, the light died out, revealing another Vulcan, though its body proportions were now equal, resembling more of humanoid monkey boy.

He had dark green fur on his torso and black fur on his bottom half, along with a black tail with two white stripes at the end. His skin was peach colored, his head being more round and lacking the pointy ends, and the large mouth replaced with a more approximate look while keeping the pointy ears. He wore a black and grey shirt that had sleeves going down to his elbows which had green accents. Along with that he wore black shorts with green and gray accents. He wore black fingerless gloves, with the Omnitrix dial on his chest and the Fairy Tail emblem hidden under the shirt.

Wendy's expression was etched onto Ben's new form as her jaw dropped slightly. The flash caused the Gorian to put his arms down and react with surprise at the Vulcan look alike.

"Who are you?!" He demanded. Ben smirked before holding his chin.

"Huh, that is a good question. Let's see… since you Vulcans can use Take-Over Magic, why not… **Teikinu**!" He decided proudly as he puffed his chest out.

 _'Japanese words aside, I like the names I'm making so far! But I should probably use different origins for some of the other aliens. Gotta keep up with the originality!'_ He reminded himself.

The Gorian roared as he charged Teikinu. "WHATEVER! I'M STILL GONNA CRUSH YOU!" He yelled in a livid tone.

The large monster attempted to ram at the new Vulcan, who jumped over him and landed with a somersault. He rose his palm as he kissed his teeth a few times.

"Too bad so sad. Let's see how you like it when someone uses Take-Over on you!" He shouted, lunging onto the back of the Gorian and slipping into it.

The Gorian trembled as he growled. His body shook as his expression turned to agony as his body glowed green. Several seconds later, his trembling stop as he stood up in a smooth matter. Wendy looked at the Gorian in confusion.

"Ben? What did you do?" She asked.

The Gorian then turned to her and smirked. "I used Take-Over Magic to take control of his body!" He said, demonstrating it by posing a bit.

He then turned to some trees. "Now, since I'm like this, let's give Mr. Green here a classic taste of stop—" He suggested, ramming himself into a tree.

Wendy shut her eyes as a loud impact was made. She blinked before looking at Ben slamming the tree rapidly with his head. Teikinu kept on doing it for a while.

"—hitting yourself. _Stop hitting yourself, stop hitting yourself, stop hitting yourself…_ " He repeated. He kept on saying that because he allowed the Gorian to feel the pain despite being taken over.

After a while, Teikinu stopped and emerged from the Gorian's body. The monster laid on the ground, with several large pink lumps on his head. They had steam coming off of them as its body twitched. He walked back to Wendy and reverted back to Ben. He then offered his hand.

"You alright?" He asked.

Wendy blushed a little as she accepted his hand. "Yeah, thanks." She said as she stood up.

She then remembered what she was going to say.

"Oh yeah, I was going to call you over to look at something before I got attacked. It's over here." She said, running over to a spot. Ben followed shortly.

He then examined the tile as his expression went ecstatic. He turned to Wendy and gave her a thumbs up.

"This just might be the way, nice job!" He complimented.

Wendy sheepishly laughed as her face became slightly flustered. "Oh, I didn't do much. You were much cooler when you rescued me." She confessed.

The two then blushed slightly as they averted their gazes. Ben then pushed the tile, causing a large portion of the wall to lower, revealing an entrance. The two's expressions went back to normal as they looked and nodded at each other. Wendy's eye then caught a figure in the air. Looking up, she waved her hands.

"Oooooooi! Carla, over here!" She shouted as she smiled.

Ben looked at her in confusion before also looking up. His eyes widened slightly at the sight as another cat came towards them. She had white fur, and had more human like eyes compared to Happy, which were also brown. She wore a blue top with a black tie along with a black skirt, and had a blue bow tied on the end of her tail. Like Happy, she had angelic wings on her back as she descended onto the ground.

"Wendy you clumsy girl, do you know how long I've been looking for you?" She scolded. Wendy whimpered a little.

"Sorry Carla…" She muttered. Carla accepted the apology with a slight huff as she turned to Ben.

"So, who's this?" She asked.

Wendy then smiled as she gestured her hand over towards him. "This is Ben. He came for the request just like us!" She explained.

Ben crouched and extended his hand. "Benjamin Tennyson, call me Ben though, nice to meet you."

"Carla, likewise." She replied as she accepted the gesture.

The three then approached the entrance again. Wendy gulped a little as she held Carla in her arms. Ben smiled slightly as they entered.

* * *

 **-Inside the Diathon Ruins-**

The insides of the ruins were dark and quiet. Wendy's body shook slightly as she followed Ben. The boy looked around, trying to see if there was any switch. He figured since the Nirvit were exceptional in magic, they'd probably have lacrimas that acted like lights, or at least something similar to that. Feeling around the walls, he hand skimmed onto a button or switch.

He pressed the button, causing several lacrimas to light up, giving a dim light that was enough for one to traverse through.

Ben smirked. "Ah ha! There we go."

Carla hummed. _'Hmm, so he's not just a cheeky brat.'_ She mused.

The now brightened room revealed a multitude of entrances to several rooms. Ben led the way into one of the rooms, the three of them observing the ruins' ancient drawings and other patterns.

Entering into a dimly lit room, Ben and the others observed what seemed to be a bundle of ancient text. In the middle of the room was a stone podium with a scroll. The three approached it, with Ben gently unrolling the scroll to prevent any damage. Like the writings on the walls, the text on the scroll was unreadable to the modern eye.

Wendy blinked. "Looks like the language is pretty old huh? I wonder if we can decode it." She wondered.

Carla crossed her arms. "Well, we might have to take it back to Darwin for that to happen." She concluded.

Ben held his chin for a bit, before his eyes widened for a second. "I wonder…" He said.

The other two looked at him. "What's up Ben?" Wendy asked.

Ben held his left arm up as he looked at the Omnitrix. He then pressed the faceplate.

"Omnitrix, can you decipher this text?" He asked. Wendy and Carla blinked in confusion at Ben's question.

The faceplate lit up. _**"Built-In Universal Translator will attempt to decipher and translate text. Please bring the Omnitrix into closer proximity."**_ It replied in its synthetic voice.

Ben held his arm out in front of the scroll. The Omnitrix's faceplate then turned yellow.

 **"** _ **Scan Mode engaged. Please hold until process is complete."**_ It said.

The core popped out, revealing the circuitry to be yellow as well as a familiar yellow beam scanned the scroll. After doing so, the core began to spin for a few seconds before inserting itself back.

 **"** _ **Scan complete. Deciphering in process."**_

The faceplate began to spin again as the three looked at it with anticipation. After several more seconds, the faceplate turned back to its green color as it beeped a few times. The faceplate then glowed as it projected a large screen.

 **"** _ **Translation complete. Displaying data."**_

In the screen a large amount of text began to appear. Wendy looked at the screen in slight awe as Carla hummed in response.

"So, let's see here…" Ben said.

 _ **-** Light and Darkness, two separate things that are in balance with one another. One cannot exist without the other. For whatever reason, whether war, or anything else, this one thing must be kept true. For what we have done, trying to dispel the Darkness; that ended in ruin. For the future in which we hope that we can obtain true harmony._

 _##va#a is the source of all… Time will tell what will happen for thus the future predicts. **-**_

The screen displayed the direct message, with the small bit of text obscured. Ben rose an eyebrow.

"Hmm, guess that part's illegible." He said.

Carla nodded. "Indeed. Shall we take the scroll just in case?" She suggested.

Ben nodded. Wendy then gently grabbed the scroll and gave it to Carla. The three exited the room and entered back into the main hallway. Ben and Wendy looked around for their next destination. An entrance larger than the others caught the attention of the Omnitrix wielder.

"Hey Wendy, Carla, why don't we check out over here?" He suggested, gesturing over to the entrance way.

Carla looked up, blinking a few times before she nods. The three then began to walk into the dark and gloomy pathway…

* * *

 **-Further into the ruins-**

Walking around for a few more minutes, Ben and co. encounter a large set of stairs. Looking downwards, it was pitch black down there, practically like an abyss. Wendy shivered a little as Ben began to look around.

"Hmm, doesn't seem to be any shortcut. Let's proceed cautiously though." He advised.

Taking their first steps down, Ben and Wendy cautiously began to go down. The room was dead silent, with absolutely no noise besides them stepping down.

' _Huh. This is just like that time when I went into that ancient Mayan ruin two years ago…'_ He mused.

His thoughts began to go back through his memories again. Stopping for a moment, Wendy overtook him by a few steps before she turned around. She and Carla looked at him as he looked up in thought.

"Ben? What's wrong?" Carla asked.

As Wendy then landed her foot, the tile she landed on sank slightly into the ground. Ben darted his eyes down immediately as he face palmed.

"OF course, if its ancient ruins, you HAVE to have booby-traps!" He yelled in remembrance.

" _Eh?_ " Wendy and Carla said with confused expressions.

A bright light flashed from the tile Wendy stepped on, shortly exploding afterwards. Ben lunged forward and grabbed her, falling down a few feet before landing with an unbalanced stance. Taking a few moments to regain his posture, he placed her beside him. The three then turned around, only to see the stairs beginning to explode behind them. An explosion from above caught their attention as large pieces of rubble began to come down. Ben's right eye twitched in annoyance as he looked back down.

"Wendy, floor it!" He ordered, beginning to run down.

Wendy squeaked in response as she began to follow him. The two persisted in their escape for a short while, but eventually began to slow down as their stamina depleted. Wendy in particular had less than Ben, and was beginning to slow down.

"Come on Wendy!" Carla yelled.

Wendy panted as she tried to run as hard as she can.

"C…carla, I can't…!" She pleaded as she panted.

The stairs then caught up to her as she missed the last step. She began to fall down. Ben gasped as he turned his face.

" _WENDY!"_ He shouted.

Ben then jumped off the stairs. He activated the Omnitrix, his eyes glancing constantly down in the dust clouds that came from the stairs.

"Hope you're feeling generous Omnitrix!" He said, slamming down the core.

The green flash enveloped Ben, replacing him with Aerofel. The cat frowned as he looked at his hands.

" _Aerofel_? I was going for _Stinkfly_! Ugh, least I have a flyer!" He concluded, spreading his wings.

Diving down, he grunted as he went through the smoke, only to see Wendy flying up. She head-butted Aerofel in the stomach, causing him to get launched up as he gasped comically.

"Huh?" Wendy said, rubbing her head.

She looked around as she saw Aerofel holding his stomach as he floated next to her.

"Ben?" She asked.

The cat creature groaned for a bit.

"Guuuh… I'm ok… just gimme a moment… _*groan*_." He responded.

Carla gasped as she looked at him. "What?! You're a cat?" She asked in confusion.

Aero panted a bit before shaking his head. "Not exactly, more like I can turn into one, like Take-Over?" He replied.

Carla sweat dropped. Aerofel rubbed his stomach as he looked at the two.

"Well then, shall we fly the rest of the way down?" He suggested.

Flying down, they eventually reach the bottom. The moment they did, several lacrimas lit up, showing a long path. Aerofel reverted back to Ben. Carla looked at him in suspicion. Ben responded by pointing to the Omnitrix, making her raise an eyebrow, before her eyes widened in understanding.

"Well, that could've gone worst." Ben said.

Carla huffed. "You think?" She then looked at Wendy.

"You've got to work on your stamina Wendy. After this, I'm going to train you thoroughly!" She quirked, causing the blue haired girl to shrink as she whimpered.

Ben smirked, before turning back to the path. Wendy and Carla followed him, with Carla sprouting her wings. Eventually they reached another dark room. As the three of them entered, a large lacrima shined in the middle of the room, illuminating the vicinity. Ancient paintings were carved into the walls, full of strange and other fascinating things.

In particular however a large carving mural brought the attention of Ben. The three gazed upon it as it revealed a carving of a large creature with eight spider like legs. Wendy gulped as she looked upon its size, as the carving also contained a forest in proportion to the size of it. Ben and Carla frowned.

"What is this?" Ben asked. The two girls nodded in response.

"It seems to be some kind of ancient creature. Some kind of weapon possibly?" Carla wondered.

Ben held his chin. "Well whatever it is, I bet it could cause a lot of destruction. Just look at the size of it, it's probably as big as a city!" He confirmed.

As the three continued to look at the carving, the ground began to shake. Ben and co. looked around, and eventually began to see the giant lacrima shine brightly as masses of stone began to morph around it, causing it to form a giant stone golem with a large yellow eye. It looked down at the three as smaller lacrimas lit up the place, as the lacrima was completely covered by stone.

 **"** _ **Intruders, you are not welcome here. Leave this place, immediately."**_ It ordered.

Ben took a stance as he grinned. "Not gonna happen buddy!"

The golem rose an arm and swung it down on Ben. The boy rolled to the side as it crashed into the ground, shaking the room as rubble launched from the impact. Wendy and Carla covered their faces as dust clouds rose up. Ben then looked at the two.

"Wendy, Carla, come on!" He said.

Wendy looks at the golem hesitantly, and looks back at Carla.

"Carla, do you think I can really help…?" She asked worriedly.

The white cat sighs. "Wendy, you have to be more confident in your abilities! Now come on, Ben needs our help!" She yelled, lifting her up.

Wendy gulps before Carla brings her next to Ben. Carla then looks at the boy.

"So what's the plan Ben?" She asks.

The Omnitrix wielder squints his eyes as he looks at the golem. He takes note of its size, mainly its height, as well as the lengths of its body parts. Ben then nodded as smiled, turning his face back to Wendy and Carla.

"Well, from the looks of it, whoever made this golem wasn't very careful that's for sure. It may look big and powerful, but the size of that thing makes it hard for it to move fa—" He quipped, before getting slapped away.

The golem rushed forward and back handed him into the air, causing him to spit as he eyes popped out comically. Carla deadpanned as Wendy shrieked.

"Ben!" Wendy shouted.

Ben was flung a few meters away as he landed on his back. The boy groaned as he stood up, rubbing his face.

"Ugh… ok, on second thought scratch that, it's actually kind of fast. Wendy, Carla, I'll distract Mr. Stone over here and give you guys an opening!" He yelled.

Activating the Omnitrix, Ben ran forward. "Hey dumb face! Over here!" He taunted.

The golem turned around, and began to charge at Ben. He then dodged the golem again and began to dial through the face plate. After finding his alien choice, Ben pushed down the core. The flash engulfed Ben, replacing him with Humungousaur.

Wendy and Carla stared at the Vaxasaurian as they watched Ben's body grow. Humungousaur cracked his knuckles as he glared at the golem.

"Alright dumb face, how about taking on someone your own size?!" He roared, running towards it.

Humungousaur punched the golem with his right fist, causing it to step back a few times. He then tried using his left arm, only for it to be caught in the palm of the golem's hand. Its eye then started to glow.

"Uh oh." He muttered.

The golem then shot out a yellow beam of magic power. It connected into Humungousaur, causing the dinosaur alien to get launched into the air. Landing on his back, he grunted and jumped back up. He swung his tail, causing the golem to trip and fall forward. Humungousaur then caught the stone giant and performed a german suplex, making the head of the golem crash into the ground. He then lifted it up again and held it in a full nelson.

"Alright, hit it with all you all you got!"

Wendy gulped again. "Uh…" She stuttered hesitantly

Carla sighed. "Come on Wendy! Do you even know what dragons do?! _Roar_ for catnip's sake!" She yelled.

She then nodded hesitantly. "A-alright then…"

She then started to gather a large amount of air in her mouth. Humungousaur's eyes widened at the familiar stance.

' _Is that…?'_ He thought.

Wendy then closed her eyes as an ice blue magic circle flickered.

 **"** _ **Sky Dragon's… Roar!"**_

Coming out from her mouth, a large tornado-like blast erupted. Carla smirked as she covered her face partially with an arm. The Roar flew out and crashed directly into the golem's torso, causing some of its body to start cracking. As the attack ended, the lacrima was exposed as it shined brilliantly. Humungousaur grunted as he held on.

"Alright Wendy, just another _Dragon's Roar_!" He yelled with a smirk.

Carla then looked at him. _'The way he says that makes it sound like he knows about Dragon Slayer Magic… Is he with…?'_ She wondered.

The golem then twisted its neck, causing the three to gasp as it shot another laser. Humungousaur let the golem go as he held his face. The Vaxasaurian grunted as he took a few steps back.

"Grr… pile of dung beetle stew… ugh. That laser's really annoying! If that's the case, then how about this!" He yelled.

Humungousaur slapped the Omnitrix dial, causing him to flash. In his place was Diamondhead. Wendy and Carla took another moment to gaze upon him. The Petrosapien then ran forward as the golem prepared another laser. Diamondhead then stood in front of it and held his arms out as the laser shot out again. The beam refracted off his palms and reflected in another direction.

Diamondhead smirked. "What comes around go around!" He quoted.

He then redirected the beam, turning it into a laser cutter as it sliced off the golem's head. The golem's eye dimmed as the beam faded away. Diamondhead then slammed a fist into the ground, causing green crystals to erupt around it. Around the golem's feet a, crystals also began to emerge, constricting the golem. Diamondhead then looked over at Wendy as crystals erupted from the ground and took hold of the golem's arms.

"Wendy, try engulfing yourself in magic power and crash straight through that lacrima!" He suggested.

Wendy nodded. She then proceeded to cover herself in rapid winds. She then propelled herself into the air at high speed.

"Here goes! _**Sky Dragon's… Sword Horn!**_ " She yelled.

Wendy head-butted the large lacrima, causing it to start cracking. She then yelled as she poured more magic power into the attack, eventually piercing right through it. Both Diamondhead and Carla whistled in response.

' _Huh. Even thought of the same name for that attack. Coincidental?'_ He wondered as he smirked.

Wendy then landed in front of Diamondhead as the golem exploded. Wendy exhaled as she wiped off some dust from her dress. She then looked back at the rubble that used to be the golem.

"Wow… I actually did something useful for once!" She remarked.

Diamondhead blinked. "Eh? What do you mean by that?"

Carla then flew to them while sighing.

"This girl here actually is a nervous klutz, her shy demeanor makes it hard for her to actually do a good job on missions…" She blurted.

Wendy whimpered at her partner's claim. "C-carla! I'm not that klutzy!" She attempted to retort.

Carla frowned slightly before crossing her arms. "Then name one successful mission where I didn't have to help you with."

Wendy then froze in place as she sat with her head down.

" _Uuuuu…"_ She muttered hopelessly. Carla huffed while Diamondhead sweat dropped.

"Well, at least this counts as a successful mission right?" He asked.

Carla sighed. "I suppose. Shall we continue exploring the ruins?"

The two nodded as Diamondhead reverted back to Ben. Continuing to examine the vicinity, Wendy notices a small lever.

"Huh, I wonder what this does." She said, pulling it.

A part of the wall lifts up, revealing another entrance. The three then walk through, entering another room where more lacrimas lit up. Ben and Wendy step forward with Carla floating behind them.

"Hmm, doesn't seem like there's anything here." Carla observed.

Ben nodded. "Shall we head back then?"

As they agreed, the wall closed on them, trapping them inside the room. Wendy shrieked slightly as she flinched in surprise. Ben and Carla gasp as they looked at the former exit. A voice then echoed through the room, causing them to look all around the vicinity.

 **"** _ **Intruders. You have ignored our warning. For your punishment, you shall be subject to elimination by crushing!"**_

The ceiling starting to come down slowly, making the three look up.

"The ceiling!" Wendy yelled.

Ben groaned. "Trying to crush us I see…" He commented. He then looked around. "Try to find a switch or something!" He demanded.

The group dispersed, running around the room, feeling the walls for anything that might be hidden. After doing so for a good thirty seconds or so, the ceiling began to come closer.

Ben grunted. "Alright then, time to improvise!" He said with a sly smile.

Unwilling to get crushed, Ben pressed the two dials, causing the core to pop up. Ben then turned the dial a couple of times before smirking.

"Now then, let's test you out!" He grinned, slapping the core down.

The flash caused Wendy and Carla to cover their eyes. As the flash dissipated, Ben was replaced with a robotic humanoid creature with green eyes. It had a yellow-armored body with grey hands, feet, as well as a tail. His elbows and wrists had jackhammer like parts, and his head resembled that of a Greek Corinthian helmet as two ears poked out. He wore black and green shoulder pads, with the Omnitrix dial placed on his chest.

Ben looked at himself as he pumped his elbow parts.

"Hmm, mechanical parts resembling jackhammers? I wonder if I can…" He wondered.

Walking to a wall, he looked at his arm. Giving a mental thought, his hand morphed in a drill. Ben whistled as he launched his arm into the wall, shattering the impacted area.

"Ooooh! This is nice! I know, why not call this form, **Armodrillo**!"

Armodrillo then morphed his left hand into a drill. His jackhammer arms pumped again as he began to dig through the wall. The mechanical armadillo alien looked back at the other two.

"Wendy, grab Carla and let's get out of here!" He ordered.

The girl snapped back from her gaze of awe as she nodded. Grabbing Carla, she ran towards Armodrillo.

"Now hold on!" He said. Wendy then grabbed onto his back. "Alright, here we go!" shouted.

Armodrillo leaped up and began to dig upwards. The loud noises caused Wendy to close her eyes as Carla covered her ears. Armodrillo continued to drill through the earth for a while before clanging into something hard.

"Geh. What now?" He grumbled.

He morphed his right arm back into a hand. Swinging it back, he then launched it forward as his jackhammer piston pumped, causing a large impact that shattered whatever was in front of them. Clenching his fist, Armodrillo nodded before resuming his drilling.

' _Alright, now to continue!'_ He percolated.

* * *

 **-Back at Darwin's-**

Darwin was currently looking at some other readings that he found. He looked outside from his window.

' _Hmm, was it alright for me to let those two go? They looked like little kids to be honest…'_ He worried.

As he looked down, the ground started to violently shake. Darwin began to panic as he tried to keep all of his things steady. He looked around, wondering what was going on.

"What the deuce, an earthquake?!" He exclaimed in question.

Outside his building, the ground started to crack and shake more violently as sounds of a jackhammer started to become louder and louder. After a few more seconds, the ground exploded as Armodrillo launched out into the air with Wendy on his back. The girl cried out as they took a deep inhale of air.

"Ah ha! Freedom!" Armodrillo exclaimed happily.

Wendy and Carla inhaled. "FRESH AIR!" They yelled in unison.

Landing on his feet, Armodrillo crouched down and lifted Wendy off. Placing her on the ground, she trembled for a bit. He caught her and supported her as Armodrillo reverted back into Ben. The boy chuckled as he looked at her and Carla.

"You two alright? Sorry about that, I was just excited to about using a new form!" He sheepishly said.

Wendy shook her head as she turned to him.

"Please remind us the next time you do that!" She scolded him. Ben chuckled as stars went around Wendy's head.

"Uwah… so dizzy from the vibrations…" She mumbled, sitting down.

Darwin did a spit take as he ran out.

"Hey, what happened you two?" He inquired.

Ben looked over to him as he waved over. "Oh Darwin, we're back!" He said.

The two helped Wendy and Carla over into the building where they sat them down. Ben and Darwin then sat down afterwards, in which the archeologist began to question him.

"So, what happened over there?" He asked with excitement.

Ben chuckled again. "Well, first of all, that place was booby-trapped! The entire area of the forest was littered with explosives!" He remarked.

Ben then proceeded to explain the structure of the ruins, the golem, and so forth. He then began explaining about the murals and the scroll.

"So we happened to get this old scroll in one of the rooms. Wendy, if you mind." He explained.

Wendy, along with Carla were now recovered and were joining in on the talk. The girl nodded as she took out the scroll and handed it over to Darwin. His eyes sparkled as he gazed upon it.

"Wonderful! Thank you, all three of you. And Ben, what were you saying about some murals?" He stated.

Ben nodded. "Before we fought the golem, we looked upon some ancient carvings. It depicted some kind of large creature that had eight legs. I don't know what it was, but according to the mural, it seemed to be as big as a city actually." He explained as he gestured the size.

Darwin held his chin. "Hmm, well, I can't really made a good judgement based on something like that. Oh, I should have gave you a camera!"

Ben thought about that for a moment, before a mental light bulb went off in his head.

"Actually, do you have some large pieces of paper? Also a pencil." He asked.

Darwin blinked a few times. "Why yes, but why so?"

Ben smirked. "I'll show you in a bit." He reassured.

Darwin rose an eyebrow as he lifted himself up from his seat. Rummaging around, he found some large pieces of scrap paper from a shelf. After taking out a spare pencil from a drawer, he returned back to the group and laid the pieces on the perimeter of the table. Ben then picked up the pencil and began to sketch on the paper.

"Now let's see here…" He muttered, sticking his tongue out

Ben began to retrace the mural through his memory, taking note of even the smallest of details as he began to draw the large creature and the surrounding vicinity, surprising everyone in the room. After a while, Ben was finished with the sketch, filling up the entire page. After gazing at it, he smirked again as he handed it to Darwin.

"Here you go." He said nonchalantly.

Both Darwin's and Wendy's jaws dropped. Carla flinched at the amount of detail that Ben put into it, and glared at the boy as her eyes twitched.

"You actually remembered all of that from that mere moment in the ruins?" She asked in disbelief.

The boy shrugged in response.

"Eh, people say I have a thing for remembering things. What's it called, Photographic Memory or something?" He wondered.

Carla face palmed. _'This boy…'_

Darwin held up the drawing as he and Wendy looked upon it in awe. Putting the paper down, his body shook for a moment before he grabbed Ben and shook him in a comical matter.

"BEN you little angel! Do you know what kind of discovery you've just made?! Oh this is wonderful, just amazing!" He cried out with tears.

After stopping, the boy's eyes spun around as he laid down. Wendy looked at him with slight worry as she chuckled. Darwin picked up the paper again and jumped up in celebration as he cheered. Ben recovered shortly after as he chuckled as well. After the moment passed, Darwin regained his posture as he coughed to catch his voice. He then smiled at the three members.

"Well you three, I hereby declare this mission completed. Although I will never be able to visit the ruins myself, I can definitely say that your work will give me something to analyze and record! Thank you once again for your hard work you three!" He proudly said, extending his hand out.

Ben, Wendy, and Carla each accepted the gesture. Darwin ran back into the deeper parts of his office. Scurrying around like a mouse, he eventually came back with a leather pouch. He smiled at the two as he handed Wendy the pouch.

"Here's the payment you two. Since you three completed it, I guess it's only right that the reward is divided equally?" He suggested.

Wendy nodded. Opening the pouch, she poured out the contents and divided the pile with her hands, creating two equal parts. Darwin blinked for a moment before running back and getting another pouch.

"Oh, silly me. Here, use this Ben." He chuckled.

Ben waved his hand. "Thanks Darwin."

While the two were depositing their shares into their respective inventories, Darwin looked at the boy again, only for a light bulb to pop up in his mind.

"Ah Ben, I have something else for you as well. It's a personal gift from myself, give me a moment." He quirked.

Ben's left eyebrow rose as the three watched Darwin walk off again. A moment later, the man returned with a small box. Darwin approached the boy and smiled as he handed it to him. Ben looked at it with curiosity for a moment before looking back at him.

"What's this?" He asked.

Darwin rubbed his nose as he smirked. "A little something that I got a while back. I have no use for it myself, but I suspect that you might find a purpose for it yourself. I don't know why, but that's what I feel." He admitted.

Thanking him, the group of three stand up and start walking towards the exit. Waving him goodbye, they exit the building. After walking for a few moments, they approach a crossroad. The sunset shine against them as they approached the pathway.

"So, I guess this is goodbye for now?" Ben stated.

Carla gave him a small smile. "For now. Who knows, maybe we might collaborate with one another in another mission."

Wendy nodded in agreement. "Yeah!" She said cheerfully with a gentle smile.

Ben blushed a little as he witnessed the girl's hair flowing with the wind. Carla took note of this as she made a smug smile, unbeknownst to the two of them. After the moment ended, Ben began to take one path while Wendy and Carla took another. Waving each other goodbye, they began to diverge from one another.

* * *

 **-With Ben-**

Ben had a goofy smile on his face as he walked.

' _She really was cute… I-I shouldn't be thinking about stuff like that!'_ He muttered mentally, shaking his head in denial as a blush form on his face again.

The thought of the girl did intrigue his mind however, because besides his first crush in the third grade whom was Patty Berkinfield, he had never had a chance to actually experience the feeling of falling for someone. And with the fact that he was isolated from human contact for two years, all of this was really starting to make his mind go wacko, but in a good way at least.

Ben smacked his cheeks as he breathed in and out. Stretching for a bit, he huffed before walking again.

"W-well enough about that, I should probably start getting back…" He proclaimed.

Though he said that, the idea of her still lingered, causing him to slightly smile as his face became slightly tinted with a pink tone.

* * *

 **-With Wendy and Carla-**

Over by Wendy and Carla, the blue haired girl's cheeks were rosy as she skipped through the path. Carla looked at her with a smug face as well, though not as mischievously as before with Ben.

" _Heeeeeh…_ That's the first time I've ever completed a mission with such results. I wonder if I'll see him again…" She thought out loud.

The white cat snorted as she tried to hold a laugh in. It was too much to handle however, as she began to chuckle.

"Oh I see, you likeeeee him!" She said, rolling her tongue.

Wendy blushed as she fell over. Flustering around, her face went fully red as she stood.

"C-c-carla, it's not like that!" She denied innocently.

Carla in response gave her a sarcastic look as she stared at her. Wendy turned around and crossed her arms as her ears went red.

" _Mou!_ Carla you bully!" She pouted. The cat snickered as the two of them continued to walk in the sunset.

* * *

 **-Back with Ben-**

Ben took a gaze up at the sunset, covering his view as the sun's rays faced him. At this time, the train was probably long gone by then, as it was almost nearing the beginning of twilight. Ben hummed for a bit.

"I guess I have to go back without the train. Oh well." He shrugged as he activated the Omnitrix.

Pressing the core down, Ben was engulfed in the familiar flash, replacing himself with XLR8. The Kineceleran looked upon the geography in front of him as his visor clipped over his face.

"Hmm, if I go at full speed, I'll have enough time to have a quick drink over by the guild hall…" He calculated.

Taking a stance, XLR8 speed off into the distance, zooming pass the environment…

* * *

 **-Magnolia, Fairy Tail's Guild Hall Construction Site-**

Over by the site of Fairy Tail's building site, Team Natsu was sitting on a table and talking with one another. Many other groups were in the vicinity as Makarov and Mira were at the counter.

" _*Gulp*_ Hmm, it seems like the building process is going nicely." Makarov stated.

Mira smiled as she wiped a cup. "Indeed. Not much longer until it's finished!"

Over by Natsu and company, Gray was yelling at the pink haired teen.

"You blew up the town again flame brain!"

"You froze some of the townsfolk ice pants!"

"Well at least I didn't cause any actual destruction!"

"The _hell_ you say?!"

" _You_ heard me!"

Erza closed her eyes as she took a sip from her glass. She then back handed the both of them in one fell swoop, causing their faces to spin around as they gasped comically.

"Knock it off you boys." She uttered with dominance, causing the others to shiver in fear.

Lucy chuckled. "Say, where's Ben? I don't think a mission like that would take all day." She asked.

Happy responded with an 'Aye!'. Erza took another sip as Natsu and Gray recovered.

"True, where is he?" Gray wondered.

Their answer was given to them as the sound of a fast moving object was beginning to be heard. Natsu's ears perked at the familiar sound as he stood up.

"I think your answer's here Gray." Erza said with a smirk.

XLR8 skidded as he entered the site, stopping right in front of the entrance way. Reverting back to Ben, the boy still had a slight smile and tinted face as he walked in. Makarov tipped him off as Mira waved at him. Handing him a drink, he thanked her as he went to join the others.

"Hey everyone." He greeted.

Natsu patted him on the back as he grinned. Erza turned to him as she placed her glass down.

"Welcome back. Are you feeling better?" She asked.

Ben nodded as he took a sip. "Well…" He said with a chip of cheerfulness.

Happy noticed this as his ears twitched. He gave him an evil smirk as he walked up next to him.

"Ooooooh, someone's feeling happy about something! Did ya meet a pretty girl Ben?" He asked playfully.

Ben spat his drink out. "N-no! _She was pretty cute though…_ " He denied, murmuring the last part.

Erza's eyes flickered as she caught that last part.

"… _What?_ " She muttered.

Ben sat up straight as his eyes darted to Erza. He began to sweat as he held onto his glass.

"E-erza?" He stuttered.

The scarlet haired woman stood up as she slammed her palms onto the table. Natsu and Gray stepped back a few steps as Ben leaned back with slight fear.

"Ben, dating is only for those over twenty years old!" She yelled out.

Ben's fear turned to confusion as he rose an eyebrow. "T-twenty? I thought you had to be around sixteen to start dating?" He wondered.

Her eyes glowed brighter as an eerie aura surrounded her.

"What kind of girl was it Ben?! Tell me!" She roared.

Mira overheard this. She had a carrot smile as she zoomed to them.

"A matchmaking conspiracy?! Ooooh, who's the lucky girl Ben?" She asked.

In the background, Juvia was hiding behind a wall as she heard the gossip. She cried out with tears of joy as she watched the scene.

"Oh, my little Ben is growing up!" She said joyfully.

Ben was pampered with continuous questioning from both of the girls. Even Natsu and Gray started to join in on the act, congratulating him with laughter and _'good lucks'_ from various other members of the guild. Makarov cried tears of joy, saying how his kids were _'growing up so fast!'_.

After a while, Erza snapped completely, putting on her armor as she drags Ben to the storage. Mira continues to fan girl over the fact while the rest of the group has a merciful time without Erza's punishing demeanor haunting the area. Silently praying for his safety, they celebrate in his sacrifice.

Lucy laughs half-heartily as the commotion goes by.

"Ha ha… she really is taking the older sister role seriously. Maybe too seriously…" She remarked about Erza.

Ben squirmed in Erza grasp as he was dragged across the ground.

"E-erza, please, w-what're you gonna—"

"I'm going to teach you about _adult_ relationships!" She interrupted.

Ben screamed comically as he was dragged away…

" _*Gulp*_ T-this isn't going to go well… SOMEONE HELP ME!" He begged with despair.

Mira fell down as she continued to squirm with joy. "Oh, I just love it when I learn that someone has a crush!"

Lucy looked down at her, and then back at Ben. "Whelp, good luck with your supplementary lesson Ben, celestial spirits watch over him please…" She prayed.

"Aye!" Happy snorted.

The blond turned to him. "You know this is all your fault right?"

He turned to her with a devious smile. _"Aye. That's why it's perfect!"_

Lucy sighed as she face palmed. It was only to going to get more hectic for Ben and company. Well, at least for now, just Ben, ho ho!

* * *

So, sorry for the late upload! I've had to deal with studious related problems and what not, plus I was also playing some Fire Emblem in the meantime to understand conversations between couples. Hey, gotta have some reference ya know?

So it might seem a bit rushed with the pairing introduction, maybe to some, maybe not to others. The whole point was to set the atmosphere for when I introduce the actual Arc for when they actually interact more with one another.

And yes yes Sean Bruce, I know they're both twelve, I'm not that devious… or am I? ( _Insert Lenny Face)_

Anyways, this is it for this part. One more filler to go before the introduction to the next Arc. Hope you continue reading The Null Fairy! Thank you all for the support so far, see you in the next part!


	14. Clumsy Fairies

A good time for myself if I do say myself. I had a bit of a forced writer's block due to several events happening in real time. But now that they're out of the picture, I can focus more on this now!

Once again **Sean Bruce** , thanks for the suggestions. Please, you're gonna give me a brainstorming hazard (another pun!).

So, with that in tow, here's to another reading for all of you guys. Oh, I forgot to mention it in the last chapter, but thanks again **Zero10**. I'm still figuring in the moment of deciding whether or not Ben wants to go returning back to Earth. Since the planet will be destroyed, he will be in despair, but perhaps he may find comfort in the form of the Fairy Tail guild.

Regarding Wendy, I never liked that she wasn't able to lend more support in her times when she was being introduced. Sure, her klutzy and shy personality are a big part of her character and I do enjoy it, but I personally want her to have more of an impact. Probably, if I could put it in my own words.

So, with that in mind, here's the fourteenth chapter! Thanks again for the support, we've broken the 20k view line!

And as always, I own nothing related to the subject of **Ben 10** or **Fairy Tail** , please support their official releases, and happy reading to everyone!

* * *

 **Chapter 14:** _Clumsy Fairies_

 **-Back at the Guild Site-**

After the _'supplementary lesson'_ taught from Erza, Ben was pretty much scarred for life. He had learned that if you pissed the Titania, all you get is a whoop load in return, whether if because you've hurt her friends or family, or itched her the wrong way in general for otherwise unspecified reasons. Ben learned of the latter personally.

Now back at the site, Lucy sighs as she lays her face down on the counter. Mira looks down on the sad blonde as she gives her a small smile.

"What's the matter Lucy?" She asked.

She sighed again as she held her face up with her arms on the counter top. Looking up, she tilts her head as she goes through some unpleasant thoughts regarding the last mission.

"It's about that last mission that I went on with the others. Natsu burned everything, Gray froze everything, Happy did nothing, and Erza… _ugh_ don't even get me started… They probably did more damage than the cult…" She muttered with sadness.

"So because of all the collateral damage, the repairs were taken out of the pay… _at this rate I won't be able to cover rent…!_ " She sobbed.

Mira chuckled a little. Her eyes shot open as a perfect thought came up.

"Oh, then I have the perfect job for you and the others. And the best part, _no destruction either!_ " She stated, emphasizing on the last part.

Lucy's eyes flickered as she slammed her hands on the wood, her body leaning forward.

" _WHAT JOB…?"_ She asked frantically.

Mira winked. "It's perfect! Oh, take Ben along with you guys as well. He is a part of your team right?" She reminded.

Lucy straighten herself up as she smiled at the white haired girl. "Sure!"

* * *

 **-In the town of Onibus, Onibus Station-**

Team Natsu had arrive at their destination. Ben and Lucy take a gander at the surroundings.

"Oh, Onibus? This is when you guys were on that Lullaby incident right?" Lucy pointed out, now wearing a pale green shirt and light red pants.

Ben turned to her in curiosity. " _Lullaby_?"

Erza looked at her younger brother figure. Patting him on the head, she smirks for a second.

"Indeed. It was an incident that happened before you arrived here. We battled a demon by the name of Lullaby. Onibus was one of the locations that was related to the case. The real action took place in Clover Town though. I'll tell you about it in detail later." She promised.

Ben nodded as the group continued to walk out of the station. The three turn around to see Natsu on the ground. Happy lifts the Dragon Slayer up as he continues to recover from the vehicular sickness. Gray sighs as he walks to join the others.

"So, our job's to use magic in a play right?" He asked.

"Yep! Isn't that fun?" Lucy confirmed.

Ben then looked at the two. "Wait, so how do I help with that? I don't exactly use magic you know." He explained.

Erza patted his head again. "I'm pretty sure that your transformations will be seen as Take-Overs, don't worry." She reassured him as she pulled her cart.

Ben hummed at the thought. Shrugging, he let the idea go.

Lucy giggled. "Ooooh, this is gonna be good. Natsu can use his fire, Gray can create things while Erza uses her Ex-equip! I can implement this into my novel maybe it'll eventually turn into a play oh I can't wait let's hurry the hustle people let's—" She blurted out.

Ben tugs her shirt. "Lucy, I guarantee you that writer's block is something that you won't see for a while, but keep it down a notch yeah?"

Lucy blinked. "Oh, yeah. Sorry about that." She said sheepishly.

* * *

 **-At the Onibus Theater-**

The team arrives at a large building that had six large pillars. Everyone looks at the size with slight awe.

"Let's go!" Lucy shouted happily.

Right as the team goes, out of the entrance a man with an oval-ish face and purple hair peeks out.

"Uhm… are you all with Fairy Tail?" He asks hesitantly.

Everyone nods. "Thank you all for accepting the request, but I have a slight problem…"

Everyone's heads tilt slightly as question marks appear above their heads.

* * *

 **-Inside the Theater, Backstage area-**

Lucy's eyes pop out. "WHAT?! All the actors left?"

The man, now revealed to be Rabian, the chairman of the theater, nods sadly as he peeks out behind a curtain in the same matter as before.

"Yes, thank you very much. In truth, the reputation of the place gets worse by the moment, and because of that the actors are too ashamed to play their roles! My wife has left me as well of all things thank you very much!" He cried out.

"This was supposed to be the last chance, but now the place is canceled thank you very much!" He continued.

Erza crosses her arms. "Oh, is that all?" She says.

The others turned to her in confusion. "Huh?"

Erza smiles. "If it's actors you are desiring, then look no further!" She states gracefully as her eyes flicker.

Lucy and Gray sweat drop. "She glowing!" The ice mage retorted.

Erza begins to hum. "She's also doing vocal practices!" Happy also retorted.

Ben deadpanned as he backs away slightly.

' _I don't mind doing a play, but please don't get any clowns get involved… I've had enough since Zombozo…'_ He grunted in his mind.

Lucy then smiles slightly. "But it actually sounds quite interesting, don't you guys think?" She asks, turning to Natsu and Gray.

The fire mage looks at her. "Really?" Gray nods as well. "I guess it's not that bad. Sure then, we won't let your dreams end here!" He says, turning to Rabian.

"Aye!" Happy responds.

Rabian goes teary eyed for a second, before averting his face with a worried look. " _Might as well give them a chance…_ " He muttered.

Lucy laughs half-heartily as Natsu and Gray sweat drop.

The team had one week to prepare for the opening. Erza takes her role very seriously as she begins to memorize her lines as Frederick the Prince. Ben deadpans at the strange idea of Erza playing as a man, especially with her enthusiastic approach to it.

' _I bet she'll get stage fright…'_ He jokingly mused.

Natsu and Gray on the other hand focused on the labor of preparing the stage, cutting wood and other activities as Lucy also takes on memorizing lines for a character.

Ben and Happy went around distributing flyers. As Aerofel, he and his fellow cat friend flew around, scattering flyers for the upcoming _"Frederick and Yanderica"_ across other towns and cities for the time being.

Everyone did participate for the role of a character, and thus were subjected to memorizing lines. As hard as it seemed to be, everyone seemed to enjoy themselves. Even Ben thought that something like this was going to be successful, albeit just slightly.

* * *

 **-Some time later…-**

Rabian approaches the team as they continued to memorize their roles.

"You have some fans waiting to see you, thank you very much." He called out.

Everyone excluding Ben reacted with surprise as they walk out. Exiting the building, Makarov waves to them as a crowd joins up with him.

Lucy spit takes. "I can't even Tsukkomi against this!" She blurted.

Ben pops out. "And I won't join in that either ya know!" He retorted.

Lucy walks up to a dark blue haired man. "Eh, why are you here for Imposter Salamander?"

Natsu joins with her. "Yo Michael!"

The man gestures his hand. "Bora. After Bro burned my heart, I quit trying to recruit pin-up models!" He stated.

Lucy sweat drops. "Say _wha_? That's what it was about?" She shouted.

Bora looks are her in a confused matter.

"Eh? What do you think it was?" He asked nonchalantly. Lucy turns around in embarrassment.

Several other people that the others knew greeted each other. Ben looked around with slight curiosity until Lucy approached Boze and Sue.

"Uhm, weren't you two with Phantom?" She asked questionably.

Boze clenched his fist proudly. "I was also inspired by Bro's fire power!" He stated. Sue blushed slightly as she nods in agreement.

Taking out a cloth, she unwraps it to reveal a piece of meat.

"H…here." She shyly says. Natsu looks at it hungrily as a large chicken like creature wearing overall simply shouts out "MEAT!". Ben and Lucy sweat drop at the meat.

"Isn't that raw meat though?" They both say.

As the commotion goes on, Lucy crawls up the stairs. Ben chuckles as he follows her. Sitting at the top, she groans.

"I'm already burned out before the play even begins…" She murmured.

The boy chuckles again as he looks down at the crowd.

* * *

 **-Opening Day!-**

The seats of the theater are filled in as people from all over gather to view the show. Ben remarked at the amount of people that lined up even outside the theater's entrance.

Behind the curtain, Lucy peeks out to view the audience. She now wore a pink dress. Beside her was a young girl with orange hair. She wore a blue dress with a pink bonnet. On her back were small wings and a harp.

"Give 'em a good show Lyra!" Lucy encouraged. The girl perked up with excitement.

Gray entered the back wearing a blue suit with a cape. Erza also showed up, now wearing a beige coat with a sword hilted on her hip. She styled her hair to resemble more like a boy's as she wore a turquoise cape. Ben looked at the clothing in a strange way.

' _I won't say that it looks bad, but can she really take on the role of the prince? Guess we'll find out.'_ He thought.

The lights dim and eventually turn off. The curtains unravel as Lyra begins to play her harp and sing. The light showcased her playing as the audience is enthralled by her performance.

From a balcony, Makarov, Mira, and three others, revealed to be Bob and Goldmine, the Guild Masters of the Pegasus Blue and Quatro Cerberus guilds respectively, and Yajima, a member of the Magic Council and friend of Makarov, watched over the performance.

Erza steps forward. The highlight turns on above her as she strikes a pose. She hesitantly tries to act out her role, fidgeting as her body trembles slightly. Ben and the others look at her with worry. The crowd seemed to be convinced that it was a play on _being a nervous character._ Ben face palms as he laughs sarcastically.

Lucy begins her role as she is lowered by a rope. Tied to it, the light shines upon her as she recites her lines flawlessly. Gray enters as the light hovers above him as well. Erza starts to get more and more nervous, resulting in Lucy's eye twitching as she pulls out a silver key.

 _ **"** **(Open, Gate of the Clock, Horologium!)"**_ She uttered as a silver magic circle flickered.

A large smoke field is summoned as a grandfather clock like figure is summoned revealed, with Erza inside. Lucy distracts the audience as Erza takes a breather and regains her sanity.

Gray smirks. "Take this then!"

 _ **"Ice Make: Ice Sword!"**_

Cold air forms around Gray's palm as a blue magic circle flickers, summoning a sword made of ice. Erza's nervousness returns as a red magic circle flickers, summoning a ring of swords which attack Gray. The ice mage frantically dodges the blades, running away afterwards.

Ben sweat drops in the background.

' _Why do I feel that some sort catastrophic event is about to unfold…'_

Lucy is let down from the ropes as she thanks Erza. The scarlet haired girl kneels as recites a line normally as Gray returns. Thrusting an arm out, he calls out "The Dragon".

Horologium puffs away as the stage slightly shakes as Natsu in a costume made of green barrels and a dragon's head enters, although it is revealed to be held up by Happy. Natsu breathes fire as Happy flies around, causing Gray to suddenly say that he'll team up with Erza to defeat the beast, causing much confusion to the crowd. Lucy then states that she'll distract it, causing the two to run away, pissing off and confusing the crowd even more.

Ben sighs as he face palms again.

"Well, this is going downhill. Might as well leave." He said nonchalantly.

Not even looking at the Omnitrix, he presses the dials and pushes the core down. The flash is covered by the stage, preventing the others from noticing as Ben is replaced with a humanoid salamander. It had purple skin with a camo-like pattern, and wore a grey uniform with black stripes and green accents. The top of his head was black as three triangle like eyes were revealed, the left being red, the middle being green, and the right being blue. A spike shaped fin was on the back of its head. The Omnitrix dial was located on his chest.

"Now if you all excuse me, I guess I'll be going now… **ChamAlien** style." He murmured.

His body begins to camouflage itself, with his entire body turned invisible. Entering the stage, he enters the moment that Happy drops Natsu. His eyes popped out as he dodged the massive creature.

' _Ok, I'm DEFINITELY GETTING_ _out of here!'_

Exiting the building, ChamAlien runs away in a hurry. After getting a fair distance away, he turns his camouflage off as he looks back towards the theater. Several pillars of fire and ice erupted from it as the building began to crumble into pieces. The chameleon alien laughs sarcastically as the audience watches the rubble come down.

"Mhm… knew this wasn't going to end well." He remarked, nodding his head.

Out of the rubble Makarov and Mira pop out. Mira giggles as Makarov face was filled with surprise. Lucy cries out comically as she rises from the rubble.

"I knew i—" She started. She was interrupted by the cheering of the crowd.

She wondered why, only to see Erza lifting up Natsu as the teen continued to breathe flames while inside the costume. Gray on the other hand, was in nothing but his shorts unsurprisingly as he fought Natsu with his Ice Make. Out from the crowd, Juvia blushed immensely and fainted due to blood lost from a nosebleed.

ChamAlien sweat dropped as he reverted back to Ben. The boy scratched his head while in thought.

' _At this rate, they're probably going to make us stay here for a while. Hmm, I might as well stick around, they're probably going to be dead tired by the time it's over.'_ He guessed.

And he was right. And over the course of 3 days, they performed the play a total of 15 times, and all the while the others were wondering where the hell their fellow guild mate went. The boy was having a splendid time being a mischievous individual as he watched his guild mates suffer hilariously.

They did get paid though. Rabian was a devious person, but paid them at least.

* * *

 **-Some time later, back at Magnolia-**

A bit later, after they returned to Magnolia, Ben and the others regrouped back at the Guild Site. The team took a much deserve breather after the horrendous amount of acting, all while a certain flame and certain ice mage hunted down a certain alien shape shifter.

Sitting down on a table, Makarov walks over to them.

"I suppose you're all finished up." He stated.

Lucy sighed. "Of course! Who wouldn't if you had to perform the same tiring performance 5 times a day for 3 days?" She shouted out.

Erza nodded. "Indeed. But at least we've improved immensely."

Gray, Lucy, Happy, and Ben sweat dropped.

' _Yeah, your nervousness, that's for sure.'_ They all thought.

Natsu then stood up. Roaring out comically, he slams his arms down onto the table.

"GAAAAAAAAAH! I'm sick of acting! Let's get a real job!" He shouted.

Everyone else nodded as they all stood up. Natsu ran ahead as everyone else began to walk towards the Request Board. Natsu ripped off a random piece, showing it to the others.

"Let's do this one!" He suggested.

Gray crossed his arms as he groaned. "Do you even know what kind of…" He said.

" _Please decipher the meaning behind these characters. If you manage to do it, the prize of 500 thousand jewels will belong to you._ That's what it says!" He stated.

Erza rushes to him and smacks the paper out of his hands.

" **NO…** " She uttered viciously.

Natsu and Gray huddled together in fear. The paper then floated in Ben's hands. The boy blinked a few times as he tried to read some of the characters.

"What the, why are there Latin characters on this?" He asked.

The others started to panic as they ran towards him.

"Ben don't read it!" Everyone yelled out desperately.

Not hearing them however, he rose an eyebrow as he read the text out.

 _ **"Qui legit in hoc mutare, et facti sunt non est aliquid.** **("The one who reads this will change and become something they are not.")"**_

The paper begins to shine a rainbow ray, covering Ben in an aura. His eyes widen with surprise as he looks at his body.

"Huh? Hey, what's happeni—" He tried to say, before clenching his left arm in mild discomfort.

The others stopped to see the Omnitrix glow green. The signature flash engulfed Ben as he was replaced with Upchuck. The Gourmand blinked a few times as he rose his hands up in confusion.

"Hey, why'd I transform?" He wondered.

"The **Morphling** Spell. Geez, who keeps sending us these odd spells?" Makarov responded, walking towards the group.

Team Natsu approached the old man as Upchuck did the same.

"Morphling?" Upchuck asked.

Makarov nodded. "Those who read the incantation will be affected by whatever is said on that paper. Various languages are placed upon there. I'm surprised that it's a language that even I don't know." He said while brushing his stache.

"So it's just like that Changeling spell?" Gray asked.

The old man nodded again. Upchuck rose an eyebrow at the mention.

"What's this Changeling spell?" He asked again.

This time Erza responded.

"It was a spell that switched the minds and bodies of people that were in the vicinity of one another. We happened to encounter the spell and switch bodies with one another. I unfortunately swapped bodies with _Happy_ of all people…" She explained, grunting at the last part.

Upchuck thought about that for a moment. A thought bubble of Erza acting like Happy was kind of strange to say the least to him, making him dismiss the thought immediately. He then turned his attention back to Erza.

"So why was everyone panicking about it?" He asked once more.

Lucy sighed a little. "Well… because, that spell had a time limit for canceling it. If we didn't cancel it, we would stay stuck in our switched bodies permanently."

That made him gasp. "Wait, so if I don't cancel that spell, I'm just going to keep on trans—" He attempted to say before the Omnitrix dial sparked and flashed again.

Upchuck was replaced with Wildvine, who groaned as he facepalmed.

"-forming randomly?" He finished. Erza nodded, causing him to groan again.

"So, how'd you cancel it the last time?" Wildvine asked.

"By enchanting the spell in reverse." She replied.

Wildvine blinked. "Oh, is that it? Alright then."

Picking up the paper, he reversed the saying.

 _ **"Aliquid est non sunt facti et, mutare hoc in legit qui!"** _ He recited.

But nothing happened. Wildvine blinked as he tried again. And again. And again to no avail. The Florauna clicked his tongue as he put the paper down.

"Well, that doesn't seem to work. How did you guys figure out that you had to say it backwards?" He asked.

"I figured it out!" Said a voice.

Wildinve turned around to see Team Shadow Gear enter the site. He tilted his head in question as he blinked a few times. Levy approached the plant alien and brought her hand out.

"Here, let me take a look at that Ben." She requested. Wildvine nodded as he handed her the piece.

Levy sits down on a table and is followed by Jet and Droy. The two suddenly were dressed in gakurans and wore white headbands. Wildvine and the others sweat drop at their appearance as Levy puts on a pair of red glasses with a wing ornament on the left lens.

"Hmm… I think I've seen these kind of characters before. Jet, Droy, fetch me some books from the storage!" She commanded.

The two saluted her as they began to dash towards the basement. A moment later, they return carrying a stack of thick books. Setting on the table, Levy picks one up and begins to skim through them, the lenses of the glasses flickering with a magic circle. Wildvine notices this and turns to Lucy.

"Hey, what's with those glasses?" He asked with interest.

"Those are Gale-Force Reading Glasses. It's a Magic Item that allows one to read books at a really fast rate. Levy's allow her to read at 18 times faster than normal." She explained.

Wildvine hummed as he turned back to the blue haired girl. Natsu then popped up behind them.

"Hey, wasn't there like a time limit the last time? How much time has it been since Ben read that paper?" He asked.

Makarov spun his cane. "Eh, around 10 minutes." He replied nonchalantly.

Wildvine turned to the old man. "And how long do I have?"

"20 more minutes." He responded.

Wildvine blinked. "Wait, 10 minutes already passed?!" He shouted in disbelief.

The Omnitrix flashed again, replacing Ben with Humungousaur. The dinosaur alien was not ready for the transformation and lost his balance, crashing down on top of Natsu and Lucy.

"Woah!" He quirked.

Lucy and Natsu shrieked from the impact. The two attempted the squirm out from underneath Humungousaur to no avail. The Vaxasaurian lifted himself off of them, rubbing his head sheepishly as he apologized.

"So heavy…" They both muttered.

Humungousaur chuckled, but it was short lived as the Omnitrix dial flashed again. In his place was Ditto as the Splixson's fin like growths perked up again.

"Aw come on!" He yelled out in his cartoonish voice.

Erza's eyes flickered as she attempted to pounce the short alien.

"SO CUTE!" She roared out.

Ditto's body shivered from the calling as he split in two, dodging Erza's grasp. The two Dittos climbed up some wooden poles in fear as they looked down at the hungry scarlet hunter.

"CHILL Erza!" Ditto 1 said. "Yeah, we're cute but we're not chew toys!" Ditto 2 added.

Gray looked up at the Dittos in shock. "Cloning?! What the hell…" He cried out while face palming.

Both of the Dittos looked at Levy. "Levy, how long 'till you've finished that recital?!" They called out.

"Just a bit longer!" She responded.

Makarov chuckled in the background. "8 more minutes left!"

The Dittos' eyes popped out. "WHAT?! When, I mean how?!" They both said.

Happy flew up to them. "That's what makes it hyperson—"

His quote was interrupted as the Dittos flew into each other, each slapping Happy across the face as he spun around. The Omnitrix dial flashed again, now replacing Ben with another alien.

In his place was a pile of green goop. Yes, a pile of green goop that had eyes. A small UFO-shaped device floated above him, and on the top of it was the Omnitrix dial. Ben's body engulfed Happy as the two fell down. Happy was screaming as they approached the ground, with Ben's body splattering across the floor as Happy's body twitched with digust.

Lucy stepped back a little as she and Gray looked at the pile of muck. The floating device circulated around Ben's body and brought it up together, giving it a humanoid look, with his head having a nose-like beak.

Ben looked at his hands. " **Goop**? Huh, been a while since I was in this form." He remarked with a slightly high pitched voice.

Erza looked at Goop with curiosity. "What kind of creature is that?" She asked.

Goop looked at the scarlet haired girl. "This is Goop. I can morph my body into any shape." He explained.

While saying that, the UFO-like device began to spark, causing Goop's body to drop and become mush again as the Omnitrix dial flashed again.

"Uh oh!" He yelled, becoming engulfed again.

In his place was Armodrillo as the robotic alien stood up. The yellow alien sighed as he looked back towards Levy.

"Levy?!" He called out with worry.

The blue haired girl was rapidly pacing through books. "Almost got it! How long do we have?!" She asked.

"2 minutes." Makarov responded nonchalantly.

Armodrillo gasped. "What?! Come on Levy, I don't wanna randomly morph forever! You got th—"

The Omnitrix flashed again, replacing Ben with Heatblast. The fire alien face palmed.

"-is Levy! You—"

The dial flashed again, replacing him with Diamondhead.

"-can—"

He kneeled in discomfort before morphing into Swampfire.

"-do—"

Levy grunted. "Come on… almost… almost…"

"30 seconds!" Makarov called out.

The Omnitrix dial flashed once more, covering Swampfire in a light and replacing him with Rath.

" **-it, Levy McGarden, Letter Magic Mage of the Fairy Tail Guild!** " He roared.

Levy's eyes widened as she stood up. "I got it!" She stated.

 _ **"Convertere tu autem, si hoc legere! (Change you will, if you read this!)"**_

The paper flashed again with its rainbow hue, covering Rath in another aura as he reverts back to Ben. The boy looks at the Omnitrix as it begins to spark slightly. Ben grunts as he hold the device up.

"Omnitrix! User access, voice recognition mode!" He commanded.

The faceplate glowed. _**"User Ben Tennyson recognized, Voice Command Mode activated."**_ It responded with its synthetic voice.

"Omnitrix, Hard Reset." He commanded further.

 **"** _ **Hard Reset engaged and in progress."**_ It responded. A moment later, the core popped out.

 **"** _ **Omnitrix, Hard Reset."**_ It said.

Ben smirked. "Here we go!" He yelled, slamming the core down.

The Omnitrix glowed for a moment. The faceplate went dim for a moment, before returning back to its normal emerald green color.

 **"** _ **Hard Reset complete. All functions normalized."**_ It said.

Ben sighed. "Finally… Thanks Levy!" He waved over.

Levy gave him a thumbs up as she winked. "Any time Ben!"

Before the jolly celebrating can finish, Natsu groans.

" _GAAAAAAAH!_ Now I feel revved up for a fight! Come on Ben, round 3!" He yelled out.

Everyone in the area sweat dropped. Ben turned over to his fellow guild mate and sighed.

"Really Natsu…?" He muttered. He then walked over to Levy.

"So what was the trick to cracking the code?" He asked.

Levy picked up the paper. "Well, instead of backwards, I found out that you had to say the words in a different order, or switch some of them around I guess.

Ben held his chin. _'So, Yoda talk?'_ He mused.

Dismissing the thought, Ben turns around towards Natsu. The flame mage pumps his fists as blazes spark. Ben sighed again as he approached him.

"Fine. But I'm only going to transform once." He said, holding up a finger.

Natsu looked at him with slight disappointment, before reverting back to his anticipating nature. "Fine then! Better pick a good one then!" He taunted.

Ben smirked. Pressing the dials, he turns the dial a few times before snickering. Pushing the core down, the resulting flash replaced Ben with another alien. However, he seemed to have disappeared, causing everyone to blink as they looked around.

Natsu tilted his head. "Huh? Hey, where'd ya go?" He said.

Everyone wondered the same thing. Erza then noticed a small creature running on the floor. The scarlet haired girl smirked as she crossed her arms.

' _Heh, let's see what he does this time.'_ She thought.

Ben ran across the floor towards Natsu. Climbing up his leg unnoticed, he was revealed to be Grey Matter. The Galvan made sure to not attract the attention of the pink haired mage as he climbed up his back. As he arrived on his shoulder, several more people started to notice him besides Natsu. The Galvan looked upon Natsu's shoulder as he held his chin.

' _Hmm, according to him, the pressure point should be around here somewhere… there it is!'_ Grey Matter hummed.

Wringing his fingers, he places them onto a specific point on Natsu's shoulder and pinches it, causing a distinct sound effect as Natsu's eyes contracted with surprise. The teen gasps as he falls down onto the floor with his body paralyzed from the top down. Grey Matter hops down in front of him as everyone's eyes widened.

"Wha…? Hey, why can't I move?!" He called out.

Lucy held her mouth. "He took him down in one move!" She cried out.

Grey Matter wiped his hands as he had a haughty expression.

"Ahem, ' _Hephaestan Nuero Grip'_ , useful for subjecting all manner of prey." He quoted.

Reverting back to Ben, the boy smirked as he looked down at Natsu. Natsu groaned at the Omnitrix wielder.

"Heeeeey, that wasn't fair!" He yelled out.

Ben shrugged. "Hey, doesn't mean that I couldn't use something like that if you said that you wanted to fight."

 _'That pressure point technique was pretty useful. I'm glad I learned it from Khyber.'_ He reminded himself.

* * *

 **-Flashback, back in the Null Void-**

A younger Ben was exploring the Null Void. Unbeknownst to him, some predators were stalking the young man from afar. Ben felt an eerie feeling behind him, causing him to turn around in suspicion. Out from the shadows a group of Vulpimancers lunged out at him. Ben gasped as he rolled out of the way.

"Ugh, more Vulpimancers? How many are in this place?" He growled as the Omnitrix dial flashed.

As the flash dissipated, Ben was replaced with Heatblast. The fire alien grunted as he spewed out flames from his palms. The shot collided with a Vulpimancer in front of him as others dodged the blast. Turning around, he blocked the swipe of another one of the canine-like aliens with his arms. Pushing it off, he blasted it with another fire beam.

"Ugh, how long will this go on? Oh crap!" He yelled out.

From behind him 3 Vulpimancers pounced him. Ben dodged the first two but was caught by the last one. Now on his back, the wild beast tried to chomp on his face. The fire alien dodged the Vulpimancer's jaws to no end. He had started to get swarmed as the others began to gang up on him.

 _'Urgh... no, I can't die like this...!'_ He roared in his mind.

Suddenly, a shot was heard that took out some of the other Vulpimancers. Heatblast's eyes widened in surprise as he saw a figure fighting off the others. Defeating them with ease, the figure turned around and placed his hand on the shoulder of the Vulpimancer. Pinching it, a sound effect was heard as the beast's body went limp. It started to whimper and growl as the figure held it up and moved it away from Heatblast.

The Pyronite sat up as he looked upon his savior. He wore a black suit with a red stripe down the middle, along with grey pants and gloves. He wore bones as ornaments around the top part of his body. His face was turquoise, with his jaw fused with his teeth. He had red eyes that were sunken into this face, and had gills under his cheeks.

The figure extended his hand, in which Heatblast took.

"Are you alright?" He asked.

Heatblast nodded in return. "Yeah, thanks. Who are you?" He then asked.

The figure holstered his blaster on his back.

"I am Khyber, the greatest huntsman in the galaxy. And you are?" He responded.

Heatblast reverted back to Ben, causing Khyber's eyes to widen slightly.

"A human? Oh I see, you're the wearer of the Omnitrix that I've been hearing about." Khyber said.

Ben instinctively stepped back a few steps. Khyber then chuckled.

"Oh don't worry. I have no use for the Omnitrix." He reassured him.

Ben sighed as he stood straight. The boy then blinked a few times as he looked at the hunter.

"Hey, what was that pinch that you did to that Vulpimancer at first?" He asked.

Khyber's eyes widened again slightly. _'Hmm, smart boy.'_

He then brought his hand up. "' _Hephaestan Nuero Grip'_ , useful for subjecting all manner of prey." He quoted.

Ben hummed as he brought his own hand up. Khyber smiled as he gestured the same gripping he did at first.

"To perform the technique, you must place your hand near this part of the shoulder, and then squeeze a specific pressure point." He explained, pointing to a part on his shoulder.

Ben hummed again. "That's pretty useful. Wait, that doesn't cause permanent paralysis does it?" He then asked.

Khyber shook his head. "Oh no no no. It lasts for a good ten or fifteen minutes, depending on who you use the grip on."

Khyber then crossed his arms. "So, what are you doing here? What's your name?" He asked.

Ben shrugged. "Ben Tennyson. Trapped." Was all he said.

The Zaroffian nodded as he held his chin. "Hmm, I see."

Ben then asked. Khyber responded that he was hunting down a rare beast that was trapped inside the Null Void. Apparently someone hired him to go and hunt it down for collection purposes. Ben's eyes then widened.

"Wait. So that means that you have a Null Void Projector?" He asked anxiously.

Khyber nodded as he took out said device. "Indeed. Do you need assi—"

He attempted to offer Ben a free escape, but then suddenly a horde of Havoc Beasts came raining down. The monsters landed between the two, separating them. One of the Beasts knocked the projector out of Khyber's hands. Bouncing on the ground, the Projector sparked as it activated itself, opening a portal that began to suck Khyber and some other beasts in. Both of their eyes widened.

"Khyber!" Ben yelled.

The Zaroffian grunted as he tried to reach out to him. Ben attempted to grab his hand but was pushed away by the swarm of Beasts. Ben screamed as he was knocked off the asteroid he was on.

"Ben!" Khyber called out.

Unfortunately he was sucked into the portal alongside some Havoc Beasts. The Projector itself was also caught as the crowd entered the portal. The Omnitrix dial flash and morphed Ben into Stinkfly. The Lepidopterran flew up in an attempt to enter the portal, but was too late as the portal already vanished.

"Aw man..." Stinkfly muttered.

* * *

 **-End of Flashback-**

Everyone started to laugh at the sight. Ben crouched down and helped up Natsu. Bringing him to a table, he put him into a sitting position.

"Heh. Just give a good 10 minutes or so. It's not permanent paralysis." He said with a wink. Natsu groaned in response.

Standing up, Ben walks back to the table where the others were at.

"So, what's next?" Ben says with a mischievous voice towards everyone else.

* * *

So, another part done, and another path opened for the next story.

Thanks again for everyone who've been reading so far. Some parts were obviously referenced from other parts of the anime, but could you catch some other references I made? If so, nice job.

By the time I introduce other Arcs, I might introduce new abilities to Ben. Possibly the Ultimates, or maybe some other kind of enchantment, who knows? Just stay tune for the future releases.

And above all else, thank you all for the reviews and comments. I really appreciate all the advice given to me, as well as suggestions for the story itself. Feel free to suggest other things, maybe I might implement them into the story.

So, with that said, thanks for reading. See you all in the next part!


	15. Call of the Lion (Loke Arc)

So, where to again? Ah right, the story.

So, welcome back to the story. I do have to admit that the last chapter may have not been the greatest. Still, I did think of something that might change that that will be applied to this chapter.

To _SouthwardKyle_ , I might think about reeling in the relationship between the two. Although I'll still have the funny daydream like fanatics that Juvia does every now and then.

To _Ultimatrix bearer_ , you're in luck, Nanomech descends to the scene in this chapter, so look forward towards that impending moment of truth!

And so, now with that out of the way, here's the next part of The Null Fairy, introducing the Loke Arc one-shot. Hope you all have a good time reading. And as always, I own nothing related to the subjects of **Ben 10** nor **Fairy Tail** , please support their official releases, and happy reading to you all!

* * *

 **Chapter 15:** _Call of the Lion_

In a castle known as **Fort Term** , the usual gang was taking care of a group of bandits who had taken the place as their own for a base of sorts. Out in the background, Juvia was peeking out from a cliff. Ben sweat dropped as he looked over his shoulder.

"So, Juvia… um… what brings us here again?" Ben asked.

The water mage turned to the young man. "Oh, just _cruising_ around. I'm not following my beloved Gray like some sort of _stalker_ my little pumpkin!" She replied, not bothering to cover up her suspicious behavior at all.

The boy sweat dropped again as he narrowed his eyes. " _Yeeaaaah_ … let's just leave it at that." He then said, looking out towards the broken down fort with Juvia.

Ben sighed a little, before blinking his eyes in confusion.

' _Wait, why am I here for again?'_ He asked himself.

He had known that Team Natsu was on a mission to take care of the bandits inside Fort Term, so naturally he may have wanted to join them. But apparently not however, as the suspicious nature of a certain blue clothed woman caught his attention, and thus he decided to tail her instead. After finding out that she was infatuated with a certain stripping ice mage, the boy took it upon himself to prevent the innocence of the said mage from being loss.

After scolding her ( _to which she did not pay attention to_ ), Ben and Juvia's eyes perked up as they witness the team exiting the fort. Juvia zoomed down the cliff, causing Ben's eyes to pop out in surprise for a moment. Activating the Omnitrix, he became Cannonbolt and rolled down the cliff in pursue.

' _Sheesh, hasn't Juvia been in love before? Oh, right, this is the first time that someone_ hasn't _felt freaked out by her.'_ He noted while in his spherical form.

After following the rain woman for a short while, the two stop a couple of meters away from the group behind a large boulder. Cannonbolt reverted back to Ben as the boy joined up with Juvia, who was already spying on Gray with cat-like eyes. The two listened in to the group's chatter.

"Well, that was barely a challenge." Erza said with a bored tone. Natsu responded with a thoughtful groan in agreement.

Gray sweat dropped towards the fire mage. "Yeah, like you never go buck wild in a fight…"

Lucy and Happy were bickering with one another as the other three were chatting. Ben and Juvia then noticed a familiar golden brown haired man a distance away. Happy then notices as well as he faces the direction of said figure.

"Hey, isn't that Loki over there?" Happy pointed out.

The glasses wearing mage's eyes perked up as he notices the group. Team Natsu joins up with him, but as soon as Loki notices Lucy, he frantically runs away. Ben's eyes narrowed in suspicion as Lucy deadpanned.

"Hmm, why does he always run away from Lucy? I think it's time for some spying." He muttered.

Juvia turned to her friend. Her head tilted slightly in question as Ben pressed the dial switches. As the core pops out, Ben looks down as he turns the face plate a few times.

"Let's go with—" He started.

Ben pushed the core down. In a flash, he was replaced with Wildvine. The plant alien turned to his human friend.

"—Wildvine! Well, be seeing you Juvia." He ended.

Juvia nodded as Wildvine dug into the ground. The water mage watched as a small bump in the ground trailed towards the path Loki ran off to, somehow avoiding the attention of Team Natsu. Wildvine sweat dropped while in the ground as he heard Gray and Natsu trying to assume things that Lucy did to Loki.

After following a dust trail for a while, Wildvine entered a small forest. Emerging from the ground, he finds Loki in the distance. The golden brown haired mage was panting as he leaned on a tree. Wildvine's eye narrowed as he fused himself in a tree that was near Loki.

' _I know this is wrong, but let's see what makes him all riled up about Lucy…'_ He mused.

Loki sits down on the ground. Picking up a flower, it withers away in his palm, causing his eyes to dilate in shock for a moment, and Wildvine's eye to narrow down even more.

' _I think it's time for a more direct approach.'_ He thought.

Moving a couple meters away and out of Loki's sight, Wildvine defused from the tree. Pressing and holding down the Omnitrix dial, it began to glow.

"Omnitrix, engage Life-Form Lock, ID: _Nanochip_ , Command Code 0101: Tennyson Benjamin." He commanded.

The faceplate beeped with every word of the command. After the last word, it made a confirmation beep as it began to glow green.

 _ **"** **Command confirmed. Engaging Life-Form Lock."**_ It responded as Wildvine slammed the dial, engulfing him in another flash.

Replacing him was a tiny alien that roughly one inch tall in size. It was a grey humanoid creature with circuit-like designs around its body. Four green wings were on its back, and it possessed one green cyclopean eye with triangular feet. He wore a black uniform with white accents. The Omnitrix dial was placed on his chest, with a green circle around it.

Ben looked at himself with slight interest.

' _Funny how I got this form by pure coincidence.'_ He mused with remembrance.

* * *

 **-Flashback, the Null Void-**

Back in the Null Void now. Ben carried out a small machine from his cave. Placing it on the ground, Ben wiped his hands as the Omnitrix flashed. In his place was a humanoid creature with a black exterior that had green stripes like circuitry. On his face was a green circle, and on his front torso was white clothing. The Omnitrix dial was on his chest.

Ben looked down at this device as he rubbed his hands together.

"Now then, let's see if I can't give this thing an **Upgrade**!" He said with Ben's voice, albeit sounding like a speaker. His circle glowed whenever he spoke.

Upgrade's body turned into a liquid like state as he merged with the machine on the ground. The device started to turn black and green as it turned futuristic. Upgrade's eye was on the front as it started to propel off the ground.

"Now this is what I call speed!" He shouted.

Speeding off into the distance, Upgrade flew through the void. After a while, Upgrade spotted a small but bizarre looking creature on a nearby asteroid. His circle eye curved down in interest as he flew down and landed. Emerging out of the machine, Upgrade flashed and reverted back into Ben. The boy slowly walked towards the small object, which was revealed to resemble some sort of robotic insect, albeit broken and shut down by the looks of it. Small sparks launched out from the damaged parts as Ben looked down on it.

He then noticed some small rhombus shaped figures around it and near the vicinity. They were blue green in coloration, but also possessing dark blue circuit like features. Ben picks up one of them, but then grunts as it begins to produce blue sparks. Going up Ben's arm, the boy groans as he holds his arm with slight pain and discomfort.

"W…what…? _Guuurgghh…_ What… what is this…?" He groaned as he clenched his fist.

The faceplate of the Omnitrix then starts to glow yellow as the core pops out. Ben's eyes widened as it begins to spin.

"What now?!" He growled.

 _ **"** **Alien DNA sample acquired."**_ The Omnitrix AI announced.

Ben then starts to groan louder as his body begins to change. Coming out of the Omnitrix, Ben's arm starts to turn grey as green circuitry goes along his arm. Closing his eyes in discomfort, the rest of his skin turns grey as green circuitry goes around it. His clothes are deconstructed by Nano machines as four wings sprout out from his back. His eyes merge into one, in which he then gasps as he opens it. The familiar flash engulfs Ben as he begins to shrink in size.

After the flash dissipates He looks at himself as he pants slightly.

" _*Pant*_ Was… was the Omnitrix scanning a new alien? What am I?" Ben asked with a seemingly squeaky voice.

Ben then looked down towards his chest, revealing the Omnitrix dial as he places his palm on it.

"Omnitrix, initiate Genetic Data Display, Code 10." He commanded.

The faceplate glowed green.

 _ **"** **Displaying."**_ It responded.

The faceplate then turned yellow as it projected a display of data in front of Ben's face. Ben's eye skimmed through the text. After another minute or so, he held his chin as he hummed in understanding. The display vanishes as Ben crosses his arms.

"Well now, it seems like I've turned into a Nanochip, or something. Although I don't exactly resemble one… am I perhaps a hybrid of some sort? Hmm… in that case, then let's call this form, **Nanomech** then!" He declared.

* * *

 **-Back to the Present-**

The robotic alien emitted a small green light on his back as he took flight. Approaching Loki, he landed on his shoulder without his noticing. He then reduced his size to around ¾'s of a centimeter. As he did so, Loki stood up slowly as he pushed himself off the tree. With a sad smile, he then walked away into the distance with Nanomech in tow. The Nanochip looked at his fellow guild member with worry as they walked off…

* * *

 **-In Hosenka, the Spa Town-**

Loke, along with Nanomech, arrive in Hosenka. A place known for its flashy attractions and spas, the two arrive and settle in. Loki takes out a request sheet that bore the pictures of two men. Nanomech's eye narrowed down on the paper.

' _Must be a bounty hunt.'_ He thought.

Loki sighed slightly as he put away the sheet in his coat pocket. Walking around town, Loki buys a drink at a vending machine. Taking a sip, Loki brings up the glass bottle towards the sky.

"The stars shine ever so brightly tonight. But one of those formations will soon be going away…" He muttered with discomfort.

Nanomech wondered what he meant as he looked up towards the night sky.

' _The stars… does he mean the constellations?'_ He asked himself.

He held his chin as he tried to figure the formations in the air. Aquarius, Gemini, Virgo, Cancer, Taurus… Nanomech counted off the constellations one by one. He then noticed a specific formation of stars whose shine began to dim ever so slightly. His mouth gaped slightly at the realization.

' _I see now, Loki is…'_ He frowned while looking at the mage's sad face.

Nanomech sighed as he furrowed his face. His attention is then brought back as Loki starts to walk again. The tiny alien tries to balance himself as he holds onto his coat. After walking around for a few minutes, Loki and Nanomech start to walk down a long path that is next to the walls of a spa. Loki looks at his hand as he clenches it tightly.

"Almost…" He murmured.

Looking up, Loki and Nanomech's eyes widen at the site of Lucy, who was with Happy and Plue as she was being surrounded by two figures. Loki frantically takes out the sheet again. After darting his eyes towards them and down on from the paper, he puts it away and starts running towards them.

Reaching them, Loki slugs one of the men down onto the ground with a hard right. The man groans as he falls unconscious, causing the other to gasp as he looks upon Loki's figure.

"The hell, _man_?!" He yelled out.

Loki then spun around and delivered a left round house kick towards the other man's face, causing him to get launched away. Nanomech, Happy, and Plue look at him with slight awe as he lands on his feet. Loki then looks back towards Lucy, who looks at him with surprise as she blinks a few times.

"You hurt anywhere?" He asked, vanishing and zooming behind some bamboo that was nearby. Lucy deadpanned as Loki comes out.

The glasses wearing mage explains about the two unconscious men, how they targeted naïve females and how they were rogue mages. Taking out the request sheet, he shows it to Lucy, confirming his task.

"I see… well, how about we go out for a drink? Think of it as thanks for saving me!" She offered.

Loki gasped as he backed away slightly. Happy rolls his tongue from the supposed date invitation as Plue bobs his head up and down. Nanomech blinked a few times, as if asking himself if she really meant that. Of course, Lucy denied it being nothing more than a thank you type of scenario.

* * *

 **-The Super Express-**

Moving to a restaurant called Super Express, the 5 enter the building and proceed to order some drinks and snacks. A man with an extremely long tall forehead served and cooked for them as he continuously nodded his head. Everyone sweat dropped at the sight as they took their seats. Happy and Plue sat at a table and started to devour some food as Lucy and Loki sat at the counter. The blonde mage then narrows her eyes as she turns to Loki.

"So, I've been wanting to ask you for a while, but why do you avoid Stellar Mages like myself?" She asked.

Loki was silent for the time being, causing her to pout for a moment as she took a sip of her drink.

"Well, you don't have to tell me, but every Celestial Spirit Mage is different you know…" She then said.

Loki nodded slightly. "Yes, I know. Sorry, I must've hurt your feelings… You should probably just leave and forget about me."

Nanomech face palmed at the cliché line as Lucy sweat dropped in response. Loki then looked down as he sighed slightly.

"Forgetting…" He murmured.

Lucy then asked what he meant. Giving her the silent treatment again, she sighs as she stands up.

"Alright then… I guess my curiosity got the best of me. Thanks for saving me though Loki, I can see why the girls like you." Lucy proclaimed.

Nanomech looked at her as he shook his head.

' _If only you knew…'_ He muttered in his mind.

"But no matter what happens, we truly are friends. After all, everyone in Fairy Tail is like family." She then said, starting to walk away.

Loki's eyes then widened slightly at the comment. He then took hold of Lucy's wrist, causing her face to turn back. Standing up, Loki then envelops her in a hug, causing her to blush in surprise.

"H-huh, w-what?" She stuttered.

Loki's eyes narrowed as he tightened his hold, his face darkening.

 _"Lucy, my life… I don't have much of it left."_ He whispered into her ear.

Lucy's eyes widened with shock as he let's go of her. Her pupils begin to shake as he asked what he meant. His glasses covered the shape of his eyes as he turns his face away. He then begins to laugh slightly, causing her eyes to widen once more.

"Hehe… you fell for it, that's a trick to seduce women. You make them feel sad for you and—" He snickered.

Lucy's expression turned to anger as she slaps him across the face, leaving a bright red mark as his glasses fall off. Nanomech's eye widened slightly at the feat as the server nods his head twice.

"I… I _HATE_ jokes like that!" She shouted with anger as her eyes start to tear up.

"Let's go Happy, Plue!" She then yelled, dragging the two off. Plue then looks at Loki with a strange gaze, as if recognizing him from somewhere.

Nanomech closed his eye as he shook his head.

' _Loki… you big doofus.'_ He thought.

Loki picks up his glasses after Lucy storms off. His face furrows down as he puts them on.

' _What am I doing? I shouldn't let emotions get in my way… I can't drag her into it. This is my problem… and it's already too late…'_ He uttered in his mind.

Loki apologizes to the waiter as he pays the bill. Walking out, he stares up towards the stars again as he reaches out towards the sky with his arm. Clenching his fist, he lets it down as he begins to walk off again…

* * *

 **-The next day, back at Magnolia-**

Back at the Fairy Tail Guild Site, Gray and Natsu were bickering with one another as they were wrapped in bandages. Lucy glares at them as she tells them to shut it, causing the two to shiver in fear as they walk away. Elfman and Mira sweat drop at the sight.

"Wow, and I thought only Erza and Ben could glare at them and stop those two." She remarked.

"A total man…" Elfman muttered.

As they walk away, Juvia sneaks behind them without the knowing of everyone in the vicinity.

Behind some planks of wood, Loki peeks his head out. Nanomech was located on his left shoulder as he looked at the mage.

' _Lucy…'_ Loki murmured.

The two's attention was then brought down as Loki gasped slightly. Looking down at his hand, it went transparent for a moment before returning to normal.

' _It's almost time…'_ He mused. His attention was then brought back as a girl's voice was heard where Lucy was sitting. Happy looked at them as he stood next to her as they confronted Mira.

"Hey, is Loki here?" One asked.

"It's so mean of him to just sudden break up with me!" Another claimed.

"Me too!" One more agreed.

"Same here!" Another added.

Lucy looked at them. "What's this all about?"

Happy shrugged. "They're girls from all over the town who claimed to be Loki's girlfriend."

Mira started to get overwhelmed by the sudden interrogation.

"Uhm… er… _Lucy_ , help me…" She panicked.

The girls then glared at the blonde.

"Sure, she's cute…"

"And her boobs _are_ huge…"

"Is _she_ his true love?!"

Lucy gasped as she started to run away. Happy sighed and shrugged as he flew to catch up with her. Nanomech and Loke sweat dropped as they watched her.

* * *

 **-The only public bath in Magnolia-**

Loki and Nanomech approach a bathhouse, the only one in Magnolia to be exact. Hiding around the corner, Loki peeks his head out as Elfman exits from the male's entrance. After he exits, Lucy exits soon afterwards. The blonde stretches as she sighs with joy. Nanomech then looks at Loki.

' _So what will you do now…?'_ He wondered.

The golden brown haired male stepped out from the shadows. Approaching Lucy, the blonde turns around to look at him with slight surprise. The three walk off to a nearby staircase. Loki goes and buys a drink for the two of them. Handing one off to Lucy, she thanks him.

The two do a cheers as they look up towards the sky. As a shooting star is seen off into the distance, Lucy sighs a little.

"I wonder where shooting stars go off to." She wondered.

Loki nodded a little, before bring his face down a little.

"Lucy, do you understand if a star has sorrow, if it cannot return to the sky?" He then asked.

Lucy looks at him for a moment in confusion, before her eyes widen. Returning to normal a moment after, she feigns ignorance, calling it another line to get girls. Loki laughs in response as the two finish their drinks. As Loki walks away, she looks at him suspiciously as she runs back to her apartment.

Nanomech face palms again.

' _I swear… the next time you do that I will_ zap _you…'_ He groaned.

* * *

 **-At Lucy's Room-**

Happy and Lucy return to her apartment. Happy sits down on her bed as Lucy takes out a silver key. Swiping it, she does the familiar motions for summoning a spirit, as with Sagittarius.

 _ **"** **Open, the Gate of the Southern Cross: Crux!"**_

The familiar doorbell sound rings as a blue-gray magic circle flickers. In a puff of smoke, a figure appeared. It had a humanoid body, but its head was that of a giant metal cross with a white mustache, in which the ends also had tiny crosses. Wearing medieval like clothing, its eyes were closed as it floated in a sitting position.

Happy hummed. "So this old guy is called Crux!"

Lucy nodded as she sat down. Looking back at Crux, her expression turned serious as Crux hummed.

"Sorry for the sudden request, but I need help with something. Crudgeon, can you search for information regarding the identity of the stellar mage associated with Loki?" She requested.

Crux hummed in response. After a moment of silence, he appeared to fallen asleep, causing Happy to stand up and sweat drop.

"He's sleeping Lucy!" He shouted.

Lucy shook her head, saying that Crux was carrying out his search, and that he was a spirit connect to the Stellar Archive, meaning he knows everything regarding the gates that connect the worlds of spirits and humans. Happy looked back at the cross spirit in denial as he sweat drops again.

After another moment, Crux's eyes open up as he screams out, his eyes having a bloodshot look to them. Happy cowers behind Lucy as she looks up.

"Did you find anything Crudgeon?" She asked.

Crux nodded. "Yes. But I cannot dwell within personal information because it is considered confidential, even within the Spirit World. However, it seems the mage Loki was associated with was Karen. Karen Lilica-sama." He explained.

Lucy's eyes widened. "Karen?!"

Happy looked at her. "Do you know her Lucy?"

She nodded, explaining that she was a famous Stellar Mage that appeared in the Sorcerer Magazine, but she died a few years ago while on a job. She then remembered that she was a part of Blue Pegasus. Lucy then asked what her relation to Loki was, but Crux then said that he could not reveal any information regarding that subject as he fell asleep for real.

Lucy held her chin as she processed the last few events that transpired.

"Karen and Loki… _'I don't have much life left…'_ , _'The sorrow of a star that can't return to the sky…_ ' wait… could it be… Loki, he's… _*gasp*_." She uttered with shock.

Her train of thought was then disrupted as Gray came inside. He blurted out that Loki had left the Guild. Lucy asked why, her eyes widening as she looked upon some magazines that featured Karen. Running out with Gray, she began to go somewhere else as members of the guild searched the perimeter for their fellow mage.

* * *

 **-Now at a large waterfall-**

At a large waterfall, Loki and Nanomech approached a grave that was located at the edge of a cliff. The name _'Karen Lilica'_ was inscribed on it, with a bell and the Blue Pegasus guild emblem displayed on it. Loki stares at it with a blank face. After a while, Lucy approaches and calls him out.

The golden brown haired mage turned around, looking at the blonde with a surprised expression.

"Everyone's looking for you…" She muttered. She then looked behind him. "That's Karen's grave, isn't it?" She then said with a louder voice.

Loki gasped with surprise again as he took a small step back.

"Karen Lilica, a Stellar Mage… and your owner." She then said.

Loki backs up again. "O-owner? W-what do you mean?" He quirked with obvious denial in his voice.

Nanomech kissed his teeth as he grew back to size.

 **"Come on you stupid** _ **lion**_ **, just admit it already!"**

Nanomech launched green bioelectrical energy from his palms towards Loki's face, causing him to groan from the shock. Both Loki and Lucy gasped with surprise as they stared at his shoulder, now noticing Nanomech.

"W-who are—" Loki stuttered.

Nanomech took flight. Hovering between the two, he held onto the Omnitrix dial.

"Omnitrix, Disengage Life-Form Lock, Command Code: 1010 Benjamin Tennyson." He commanded.

Slamming the dial, his body flashed. Loki and Lucy covered their eyes as Nanomech reverted back to Ben. As the two open their eyes, they gasped as they looked upon the young man, who was looking at Loki with an annoyed expression as he crossed his arms.

" _Ben?_ " Lucy uttered.

Ben huffed. "Yeah, it's me. I've been with this big doofus over here ever since he met up with you at Fort Term."

Loki's eyes widened with surprise. "What?" He said, dumbfounded.

A vein of annoyance appeared on Ben's forehead. "Just tell her that you're **Leo the Lion**!"

Loki gasped again as Lucy sighed. "I knew it… Karen was your owner, wasn't she? But why are you still here for?" She then asked.

Loki and Lucy turned to Ben as he coughed.

"Normally, once a Stellar Mage dies, any spirits that he or she was in a contract with are released. Contracts can be released if the Mage is arrested, releases the spirit by themselves, or if they die…" He explained.

"Ben, don't…" He tried to plead.

Loki closes his eyes as he sighs. " _*Sigh*_ Guess there's no hiding it anymore. You both did well in realizing it, that I'm a spirit."

Lucy crossed her arms. "Of course, since I'm a Stellar Mage with many contracts myself. But I should've found out sooner… those words from before, I should of payed attention…"

She then blinked. "But that doesn't explain why you're still here in the Human World."

Ben let his arms down. "I can explain that."

The two turned over to the boy.

"Though the three rules are the ones that are normally stated, there is _one_ more. Just as humans cannot live in the Spirit World, it's the same for spirits in the Human World. But I suspect that's something different in your case Loki, am I right?" He started.

Loki sighed as he nodded. "It's been three years…"

Lucy gasped. "T-three?! How, that's impossible!"

Loki sighed as he turned back to Karen's grave. "I can barely feel anything now though, I'm at my limit…"

Ben glared at his back as Lucy called out to Loki.

"I might be able to help you somehow! Tell me why you can't return, I can open the gate for you!" Lucy pleaded.

Loki looked up. "I don't need saving though…"

Lucy blinked as she glared at him. "What're you saying?! At this rate, you'll cease to exist!" She added.

Ben kissed his teeth. "The reason he can't return is simple enough…"

Lucy turned over to him bearing a look of confusion. "Though a contract can be broken by the said 3 ways, there's something else that is deeper than that." He started.

Lucy blinked. "W-what is that?"

Ben then closed his eyes. "If the most important and fundamental rule between an owner and spirit is broken… That is, if a spirit _kills_ their owner." He ended, emphasizing on the last part.

Lucy gasped as she held an arm over her mouth. "W-what… what do you mean? Ben… how do you know all of this?"

Ben turned to her. "I learned it from Erza when I went on my first mission with her. I also looked more into it afterwards as well, although I didn't want to see it in full action myself." He answered.

He then turned to the glasses wearing mage.

"I believe you owe us an explanation then?" He called out.

Loki sighed as he looked down. He rubbed his head as he grunted slightly from the lack of strength he had.

" _Guh…_ I suppose... Let me unveil the sin that I have caused then…"

* * *

 **-Flashback, Loki's Memories-**

" _I was a spirit under the contract of Karen, back when she was still a part of Blue Pegasus, and… alive."_ Loki began.

The scene zooms to a visual of Loki's memories. A women with green hair and brown eyes was snarling. Her room was a mess as she took out a golden key. With rage in her eyes, she swiped the key.

 _ **"Open, the Gate of the Ram, Aries!"**_

A golden magic circle flickered as a puff of smoke was revealed. As it dissipated, a spirit resembling a young woman appeared. She had pink hair with brown eyes, with a pair of horns that twisted around her head. She wore cloths that were made from wool-like material like a ram.

Aries started to bow and apologize as she backed away from Karen slightly. The green haired women glared at her as she took out a whip. Whipping her in the face, Aries shrieked as she fell back, her hand rubbing the newly made mark on her face.

"How _dare_ you speak to Master about you and your worthless grief?" She growled.

Aries shook her head in denial. "N-no, I didn't do such a thing, I'm sorry…" She stuttered.

Karen furrowed her brow. "Making Master Bob angry is a serious issue! Are you playing innocent?!" She then accused as she gave her a sadistic smile.

Aries back up as she gasped. "W-what are going to do?"

Karen's face darkened. "I'll have you stay in the Human World for seven days straight, as punishment for your arrogance!"

Aries' eyes started to tear up as she backed up away further.

"Please, stop what you're doing Karen-sama… I'm sorry…" She pleaded.

Aries then vanished as a puff of smoke enveloped her. Karen's eyes widened at the sight. She then growled for a moment before giving off a dark chuckle.

" _Escaping_? No matter, I'll just summon you over and ov—"

Interrupting her was a hand that grabbed her wrist. Karen turned around to see Loki—no, Leo the Spirit. Leo wore a black suit with a red tie. He lacked the glasses he had, and his hair resembled a mane.

"No, _I_ made a forced translocation on Aries, Karen." Leo said as a light dissipated from his figure.

Karen swatted his hand away. She looked at him with shock. "Why are you here?! Who gave you permission to open the Gate, and by yourself of all things?"

Leo then turned to her. "Since I am a combat spirit, I can handle your harassment. But, if you do something as cruel as that to Aries again, _**I will never forgive you…**_ " He declared.

Karen then gave off a cocky but hesitant laugh. "W-what can a spirit like you do to me?"

Leo then narrowed his eyes. "There's no point in playing dumb Karen. You and I both know that you don't have the sufficient amount of Magic Power to summon two spirits at once."

Karen's eyes widened at the bold, but true statement.

"But even so, after ten days, my magic will run out, and you'll go back to the Spirit World regardless!" She then proclaimed.

Leo then crossed his arms as he sighed.

"I'll be blunt. If you don't stop this at once, I'll stay here, regardless if you run out of magic. I want you to terminate your contracts with both Aries and myself. You're a disgrace. Other keys are afraid of being in your possession, and I can't tolerate your malicious acts no further."

Karen's eyes widened as she growled. She then took out Leo's key, and attempted to send him back.

 _ **"Close, Gate of the Lion!"**_

…But nothing happened. The green haired woman gasped as she looked at the key, and attempted to do the same command a few more times. As she tried to no avail, Leo turned around towards the exit.

"Once you've cool your head off, come find me. I'll be by the ruins out west of town." He said.

Loki sighed as he reminisced through his memories.

" _I had intended to make Karen realize the error of her ways. I truly believe she would have been able to do so. But even after all of that, the time I waited, there was no change in her heart. I thought maybe desperation would change her for the better, but in fact, it did the exact opposite…"_ Loki then said.

After three months, Leo had gotten used to being in the Human World. Despite his energy constantly being drained away slowly as a result, he had gotten used to the pain of being in the Human World itself. Exiting from the ruins, he looked up into the sky.

"Well, it's been three months. Perhaps it's time that I've forgiven her. If she does anything to Aries again, I can always intervene once—" He decided.

Walking up the hill, Leo then noticed the presence of Master Bob, whose face bore one of sadness. The lion spirit instantly knew what had happened as his eyes widened.

Entering the ruins once more, Bob had explained of Karen's fate, that she had died during a job.

" _No, it can't be… why… how?"_ He asked with disbelief as he hit the large statue in the ruins.

"She had taken a job without my permission. I can understand her slightly, not being able to do a single job for three months straight…" Bob confessed.

Leo then turned around.

"But should she shouldn't have been able to summon anymore spirits! My presence here should've chained that together!" He then said with confusion.

Bob then held his chin.

"Well, if a Stellar Mage decides to impetuously use a large amount of Magic Power, it is _theoretically_ possible to summon another spirit. I bet Karen was betting on that… alas, she wasn't able to handle the pressure with her body though."

Leo fell to his knees. His eyes contracted with disbelief as he slammed his fists against the statue, cracking the surface. Tears started to run down his cheeks and fall to the ground.

"I… I only wanted her to think about us spirits, to realize what she had done. Spirits are living beings too, not just tools, that's it…" He said with a sniffled voice.

His face then rose up to the sky as the tears continued to stream down his cheeks.

"I never wanted this to happen… this _wasn't_ supposed to happen!" He said with his voice trembling.

" _Karen…"_

"KAAAAAAAAARRRRREEEEEENNNNN!" He then cried out with all his might…

* * *

 **-Back to the Present-**

"And that is my sin…" Loki concluded.

He then turned to Karen's grave.

"The dead can never return, lives cannot be retrieved. The only way for me to atone for my crimes to wait for my time of punishment to come as well… _GAAAHH!"_ He then said as he fell down due to lack of strength.

Ben and Lucy gasped as they rushed to his side. His body starts to fade away as they reach him. Loki's eyes contract as he pants.

"G-guess… it's time…" He croaked.

"To what?!" Lucy demanded.

"For me to vanish from this world…" He answered with a pained voice.

Ben narrowed his eyes as he looked upon his fellow guild mate.

"It's because he hasn't returned to the Spirit World since that day. His entire existence is deteriorating. The law of the Spirit World… can't we do anything about it?" He muttered, slamming his fists together.

Loki then panted again. "I was never able to get Karen out of… my mind. I was constantly waiting for the time in which I could vanish in front of her grave, and now the time has come…"

He then gave them a pained smile.

"Still, I have to thank the two of you. Lucy, for allowing me to meet a wonderful Stellar Mage in my time of ending… and to you Ben, for being a friend that tries to help out his comrades in any way he can…"

Loki then trembles as he tries to balance himself on the ground. Ben and Lucy crouch down with worry. Loki then chuckles.

"Please… give my regards to Fairy Tail you two…" He requested.

Lucy's face darkens as her bangs cover her face.

" _No…_ "

Loki then looks at her with confusion. Ben blinks as he also looks towards the blond mage.

"I won't allow it! If you can return to the Spirit World, your energy can be replenished there! I'll open the Gate for you! I'll allow you to return!" She proclaimed.

Loki shook his head in response. "You can't do that, it's impossible… it's the law." He coughed out.

Lucy grunted as she latched onto Loki's shoulders.

"But it wasn't on purpose! You didn't kill Karen, it was an unforeseen accident!" She pleaded.

Loki's eyes widened as she hugged him. Ben looked at the Omnitrix, hoping that he could come up with an idea, anything…

"Open, the Gate of the Lion!" Lucy yelled out.

The Stellar Mage buried her face into Loki's chest. "Open, please! Please… open…" She begged.

The fading spirit put his arm on her shoulder. "Lucy, please… stop, that's enough now…" He pleaded.

Raising her face, she faces him.

"No! Never! I won't allow a friend of mine to perish, not before my very eyes!" She yelled. Loki's eyes contracted with shock at the statement.

Lucy closes her eyes as she begins to release her Magic Power. As she grunts from the sudden output, both Ben and Loki gasp at the bright light that surrounded the three. Magic Power sparked out from the rising pillar of light as the ground begins to shake. Lucy groans in pain as she faces the sky.

" _OPEN, THE GATE OF THE LION!"_

Loki grasps her shoulders and shakes her body. "Lucy stop! Don't use so much of your magical power at once!"

Lucy grunted as she opened up an eye, defiantly looking at Loki. "No! I told you, I'll save you, no matter the cost! I'll force open the gate to the Spirit World, just watch me!"

Loki's mouth gaped as he clenched his grip.

"NO, STOP!" He yelled out.

" **OPEN, THE GATE OF THE LION!** _ **OPEN!**_ **"** She screamed out.

Lucy's magical energy begins to spark out of control. Ben covers his eyes as the energy is sent out like a wave. As her Magic Power collides with his body, something inside Ben snaps as it passes out of him. Ben's eyes widened as he feels energy being dispersed throughout his body. The 'Y' on the Omnitrix glows green as the faceplate glows a bright pink.

' _What? What's… I feel something awakening inside me. What is this… feeling, this 'Spark'? …Urgh, no time for questions, I need to help Lucy!'_ He growled in his mind.

A green aura surrounds Ben's hand. The boy had no clue what it was, only knowing it seemed to be some sort of raw energy that was inside him. Clenching his fist, Ben approaches Loki and grabs his shoulder, adding his power to Lucy's. Loki looks at the two of them as he rises to his knees.

"Stop you two! Spirits who put their owners in the way of harm cannot go back to the Spirit World, it's the law!" He snapped.

Both Ben and Lucy scream as they close their eyes. The energy from their respected bodies storms out. Loki screams that the energy is starting to erode away, saying that they'll be perished along with him.

"NO!" Ben screamed.

"We won't let you die!" Lucy added.

"I don't want to be separated from another family member again!"

"What's the point in having magic if I can't use it to protect my friends?!"

Tears stream down Loki's face as he screams.

" _STOP! DON'T MAKE MY SIN ANY WORSE THAN IT IIIIISSSSSS!"_

Both Lucy and Ben scream to the top of their lungs.

"WHAT SIN? IF THAT'S AGAINST THE RULE OF THE SPIRIT WORLD, THEN'LL WE'LL CHANGE THAT RULE! ONLY YOU CAN WRITE YOUR OWN FATE!" They yell out in unison.

The raw magic energy begins to siphon out control. But then suddenly… time stops.

A wave of an unseen force stops everything. Ben, Lucy, and Loki are pushed away from each other as Loki's glasses fall off. Loki feels an erupting presence. His eyes contract as he does a 180, looking up into the air. The stars swirl around in the sky as the water from the waterfall soars up into a large vortex. Loki and Lucy hug each other with worry as Ben stands next to them. Their eyes are dilated with surprise as their jaws drop slightly at the sight. A flicker of light then appears within the vortex.

"No, it can't be…" Loki muttered.

"What's happening?!" Lucy yelled out.

Out from the vortex, a titanic figure appears in the air. It was a gigantic humanoid with an imposing appearance. He had a large mustache that went down to his upper torso. He had blank red eyes, with his body donning a full set of armor. A massive dark cape fluttered on his back as he crossed his arms, looking down at the three.

" _Spirit Emperor!_ What's he doing here?! _"_ Loki cried out with shock.

Both Ben and Lucy darted their eyes to the figure.

"Emperor? You mean the ruler of all spirits, him?" Lucy asked with part awe, part shock.

The Celestial Spirit Emperor looks down at the three.

 _ **"** ** _O_ ld friend…" **_He said, calling out to Loki.

 _ **"** ** _I_ t is the utmost and forbidden rule. For us, who have contracts under humans, to kill those who possess our keys… no matter the way, whether direct, or indirect…" **_He explained.

Loki looks at the gigantic figure with shock as Lucy stands up.

 _ **"** **Such a thing is unforgivable; henceforth Leo the Lion, your right to regain passage to the Spirit World is no longer valid."**_ He added.

Lucy growls at the figure. "Hey, that's going too far!" She spat out.

Loki looks at her in disbelief. "L-lucy, stop! Are you mad?!"

Despite the call out, the King was unfazed.

 _ **"** ** _O_ ld friend, woman… it is such a law that cannot be changed."**_

Loki and Ben looked at the king.

' _Did the Celestial Spirit King show up because of Lucy? Just because she said that she wanted to change that rule? Something like that of all things?!'_ They both asked, looking at the blonde.

Lucy dared to call herself out again. "Three years! Loki has been suffering for that long for the sake of his friends, for the sake of Aries!" She yelled out again.

The Spirit King looked down at Lucy.

 _ **"** ** _I_ too am pained by my old friend's wish..." **_ He agreed.

She then stepped forward. "No! He's not your _"old"_ friend! He's right here, in front of us, in front of you!"

She then snarled at the large figure.

 **"Listen to me, you** _ **Old Mustached Grandpa**_ **!"**

Loki's eyes popped out as he did a spit take. Even Ben blinked a few times in surprise at the sudden insult. But most surprisingly, the Spirit King flinched for a moment in confusion at the world 'Mustache'.

"Everything was an accident! Loki didn't wish for it to happen, I won't accept it!" She yelled out.

She begins to surge her magic power again. Loki pleads her to stop, saying that he deserves to vanish and perish.

 **"NO! If you perish, that won't bring her back! It'll only bring more pain and sorrow to the ones you care about! It's not a sin to care for your friends!"**

A bright flash causes the other two cover their eyes. After opening them up again, Loki gasps at the sight. All of Lucy's spirits were summoned into the Human World.

"Taurus… Virgo… Sagittarius… Cancer… Aquarius, and so many more… so many spirits, all at once!" He said with shock.

Lucy then turned her face back to him.

"If you perish, Aries, I, and everyone else will be filled with grief and sadness! Is that what you want?!" She called out.

" **You'll never atone for your sins if you do that!"**

The two then turn to Ben, who readied the Omnitrix and pushed the core down. The resulting flashed replaced him with Chromastone. The Crystalsapien flies up, hovering in front of the King's face.

" _The grief and sorrow that comes from another's perishing… is something that no one should ever experience. Loki has already experienced that himself… so please, don't make anyone else suffer the same fate!"_

As Chromastone floats in the air, the Omnitrix dial glows yellow for a moment, before turning green again. Lucy stands proudly for a moment longer, before losing her energy and falling down to the ground. As her body trembles, Chromastone flies back, reverting back to Ben and joining back with Loki. They help her up as she faces the Celestial Spirit King again.

"If… if you're a spirit too, then you should know how those two felt! My friends showed up because they think the same thing as myself!"

The Spirit King's eyes narrowed.

 _ **"…"**_

 _ **"…** **If my old friend were to go as far as saying something like that, then maybe the law that is within the code of the Spirit World may in fact by wrong…"**_ He said.

The three look at him with confusion.

 **"** _ **Leo the Lion, and you, the one who is trying to save him. The one who has sinned for his sibling, and the one who tries with all her might…"**_

Loki and Lucy's face brighten at his words.

 **"** _ **The bond that you have shown me has change my sight. The shining beauty of that bond will allow me to turn a blind eye upon this accident!"**_

Loki's eyes widened with disbelief.

 **"Leo, I hereby grant you permission to return to the Spirit World!"**

Loki's entire body collapsed due to shock as Lucy and Ben give him a thumbs up.

"You're not such as bad guy after all, Mustache!" Lucy called out.

"Hah! Three cheers for the big guy!" Ben cheered.

The Celestial Spirit King gives the three a big grin.

 **"** _ **You are pardoned… be thankful!"**_ He replied.

Loki then looks up. "Wait, I…"

 **"** _ **Leo the Lion… if you still desire to atone for this, then follow this order:**_ **Lend your support to your friends, and live!** _ **"**_

The large spirit then vanishes. Time begins once more as Loki's glasses fall onto the ground. Tears fall down his face for a moment, before he stands up. He then extends his hands out to Lucy and Ben.

"Lucy… Ben…"

The two nod as they each grasp his hand.

" _Thank you…"_ He then said, fading away.

In Lucy's hand, a golden key glowed in her palm. The blonde smile as she looked beyond the waterfalls.

"Let's go home Ben." She said. Ben nodded as the two then proceed to return back to Magnolia…

* * *

 **-Magnolia, in the middle of the night-**

As Ben says his goodbyes to Lucy, the boy looks upon the stars as he walks down the street. Then suddenly...

 **'** _ **Young man…'**_

Ben's eyes widen as he stops in his place. He looks around the area for a bit, before standing still again.

"Spirit King?" Ben wondered.

 **'** _ **Indeed. I want to inform you of something that I had taken notice of during our last encounter.'**_ The King replied.

Ben blinked a few times as he reaches the entrance of his hideout. After going through the initial phases and going down the elevator, Ben enters his lair, and after another moment, enters a bedroom. Ben sits down as he looks up towards the ceiling.

"So, what's up?" Ben then said.

 **'** _ **During our encounter, my old friend released a storm of magical energy. As a result, you may have noticed some change in your body, however slight it may be, am I correct?'**_ He asked.

Ben nodded as he look at his hand.

"Yeah, I felt something at first…" He answered.

 **'** _ **I feel that you are something else other than a human. Though you are mostly that of a human, part of you seems to be something else. I cannot specify exactly, as I do not have any knowledge of this apparitional seeing.'**_

Ben hummed. _'I wonder if it's because of something from my world.'_ He wondered as he clenched his fist.

The Spirit King hummed.

 **'** _ **Well, that was all that I wanted to inform you young one. I shall take my leave now.'**_

Ben nodded. "Yeah, be seeing you old-timer!" He said cheerfully.

The spirit chuckled in his mind. He then hummed for a moment.

 **'** _ **Hmm… Young man, I do not believe I caught your name.'**_ He then said with a curious tone.

Ben smiled. "Ben. Benjamin Tennyson."

A mental image of the Spirit King appeared in Ben's mind. The figure gave him a small grin as he went away with a puff of smoke. Ben chuckled as he laid down on his bed, falling asleep soon after…

* * *

 **-The Next Day…-**

Ben walked into the guild site. Yawning, he sees Natsu, Gray, and Lucy in a circle near the counter. Wiping his eyes, he then sees Loki in the middle, much to his surprise. Approaching Lucy, he greets her. He then listens in on the conversation.

"So you're a spirit huh? No wonder I felt strange when I switched into your body!" Natsu yelled out. Loki chuckled as he nodded in response.

"I would've never known… but say, you don't resemble an animal like a cow or horse or anything else?" Gray then asked.

Loki then turned to the ice mage.

"You know Virgo right? She has a human form." He pointed out.

"But she also has a gorilla form!" Happy retorted loudly.

Loki hummed in response. Lucy then explained that Loki was the Lion Spirit, causing Happy to land on his shoulder and drool from the awe inspiring news.

"Like a grown cat…!" He cheerfully said.

"NO! Not like that!" Lucy and Ben retorted.

Ben then huffed. "But you're body still isn't back to full power though right?"

Loki nodded. "Yeah, but I wanted to see everyone again, especially Lucy!"

Lucy slightly blushed at the statement. Happy creeped up behind her as he floated.

"He _liiiiiiikes_ you! ~~~" He taunted.

Loki then grabbed her in a bridal grasp as he began to walk off. Lucy squirms in his grab as her face becomes flustered.

Natsu then hummed. "Huh, if only I had my own spirit…" He wondered.

Happy flew next to him. "What kind Natsu?"

The flame mage's eyes flickered with an awesome flame as he clenched his fist.

"A DRAGON OF COURSE! So I can test out my magic against it!" He confessed proudly.

"That's not what spirits are for!" Lucy retorted.

"Indeed! Spirits are meant be loved by—" Loki added with a playful tone.

Lucy sweat dropped as she took his key out.

"Alright hot-shot time to go… you still need to recover." She then said.

Loki blinked. "Ah, before you do that… here."

Digging into his pocket, he takes out five tickets. Everyone gathers around Loki, looking down at them as Lucy takes them off his hands.

"What're these?" Ben asked.

"Tickets, and to a resort hotel at that! Please, you guys have helped me enough, it's the least I can do." He responded.

Everyone excluding Ben gasped at the label on the ticket.

"Woah! This resort is—"

"So luxurious!"

"I've never stayed in a place this fancy before!"

Ben looked at them as he lifted an eyebrow.

 _"Eh?"_ He uttered, dumbfounded.

Loki chuckled. "I already gave Erza hers, so go have fun you gu—"

 **"What're you guys doing?"** Said a voice cutting off him.

Everyone turns around to see Erza all decked out, beach ware and luggage already prepared. Gray and Lucy retorted that Erza took this thing way too seriously by the fact that she dressed and prepared for the trip within an extremely short time. Ben merely chuckled at the sight, as he was already used to the behavior of his elder sister figure's antics. Juvia popped up from behind a wall as she held onto a ticket of her own.

"Juvia will use this opportunity to capture her love!" She squeaked.

As the other four were gossiping, Loki approached Ben and Lucy.

"Ben, Lucy." He called out.

The two turned to the spirit. Loki gave them a smile as he breathe out.

"Although my sin hasn't been completely patched up, you two have given me the necessary steps to move forward. While I was a member of Fairy Tail, I'm your spirit now Lucy. And you Ben, treat me like an older brother yeah? I'll show up whenever you guys are in trouble." He then proclaimed.

Lucy and Ben chuckled. Lucy then put her hands behind her back.

"I'm not your owner Loki." She then said.

Ben then walked up next to her. The two then pointed at Loki.

"You're our _friend_!" They then announced.

Loki's eyes widened for a moment, before giving them a warm smile.

"Yeah… Let's work together from now on yeah?" He then asked, pumping his fist out.

Ben and Lucy grinned as they responded to the gesture. Ben then patted his shoulder as he chuckled.

"Just don't give your little brother the old seducing women habits, alright bro?" He then joked. Loki laughed as he patted his head, shortly vanishing and returning to the Spirit World soon after.

"Yeah!" His voice echoed as he disappeared.

Erza then approached the two.

"Lucy, Ben, we're leaving soon!" Erza called out.

The two turned around, grinning as they joined up with the others.

"Let's take this time to fully enjoy ourselves!" Lucy ordered.

Everyone cheered as they rose an arm into the air as they then ran off into the distance. Ben then felt a strange feeling in his hand. Opening his palm, a black key appeared in his hand as a brilliant green light faded away from it. The bow displayed the intergalactic peace symbol in the middle. The handle and blade resembled the original design of the Omnitrix, as if it was stretched out.

Ben looked at the key for a moment, before placing it into his pocket. Running off into the distance with the others, no one knew about the events that would soon unfold…

* * *

And there we have it folks, chapter 15 is complete at last!

Some new elements were introduced in this part. Can you find out what they were, well besides the last one that you literally just read about?

I've been wanting more characters to act out like 'good examples' or elderly mentor like figures towards Ben and the other younger cast in the story. Well, including characters like Romeo as well ( _who I haven't even introduced into the story yet, whoops_ ).

And so, with one Arc completed, it's on to the next! I plan to involve Ben a lot more in this than in the Phantom Lord Arc, so look forward towards the next part!

So, with that all being said, thanks for reading. See you all in the next part!


	16. Suspicious Activities (Tower of Heaven1)

Strap yourselves in for something.

…Ok, that may have been too blank for comfort. Anyhow, back to the matter of _hand…_ ugh, I mean at hand!

Welcome back to The Null Fairy. Quite a few new elements have been introduced. It's up to the future to decide how those roles will be played out. I've been reading other stories to better my own writing of conversations. Hopefully I might be able to do better in the future.

About Ben though; he's not half Anodite, he's a _fourth_ Anodite. His father was half Anodite due to being one of the sons of Max and Verdona. It's like Saiyans; the generation's supply of monkey influence gets cut off by half the amount with each passing generation, but it doesn't mean they can't access those abilities however!

I have a few ideas on what to make Ben's Celestial Spirit form. Hopefully I'll be able to implement it into the plot line in the later chapters, but we'll see how it goes.

So, with all said and done, here's to another chapter! Introducing the start of a new Arc, please welcome _The Tower of Heaven_!

And as always, I own nothing related to the subjects of **Ben 10** and **Fairy Tail**. Please support their official releases, and happy reading to you all!

* * *

 **Chapter 16:** _Suspicious Activities_

" _WHAT?!"_ Everyone yelled with astonishment.

Right as the gang was going to depart from the station, a messenger had come along. The deliveryman asked for Ben. After raising his hand, the human shape shifter was given a letter. As the deliverer left, Ben looks at the fancy piece of paper. Looking around it, he then discovered a small emblem on the back. It was a badge with a blue anhk-like symbol, which made Erza's eyes widen slightly.

"A letter from the Magic Council..." Erza stated.

The rest of Team Natsu looked at her with slight surprise. Natsu huffed as he crossed his arms, clearly annoyed by the very words that the scarlet haired woman just said.

"You mean those tiresome government like guys again?" He responded with annoyance in his voice.

Ben then looked down at the letter.

"Hmm, I wonder what they want." He wondered.

Gray then shrugged. "No clue. Did you do anything bad?" He then asked.

Ben shook his head in denial. Gray then cupped his chin, humming in thought.

"Well, let's find out then." The boy then said, opening the letter. Holding onto the outer layer, he unfolded the piece of paper, which had the stamp of the Council on the bottom.

"Mhm… hmm… well, it seems like they want me to personally go to their headquarters. No reason stated though."

The others then looked at him with shock.

" _WHAT?!"_ Everyone yelled.

Ben sighed. "Well, guess I can't go with you guys. Have fun without me then." He then rubbed the back of his head as he turns. "Well, I'd best be off."

Natsu then stops Ben by grabbing his shoulder. The boy turns around with slight surprise as he blinks at the fire mage.

Turning his body around, he faces him. "Natsu?"

The Dragon Slayer then takes the letter and rips it to shreds. Ben and co. gasps at the sudden action.

"Oi Natsu, what're yo—"

Before Gray could finish that, Natsu throws the pieces into the air. Shortly after, he opens his mouth as a small magic circle flickers. He launches a mini roar, burning the paper to ashes as it dissolves into the wind. Natsu then turns to Ben.

"Screw those guys Ben! Come on, our trip is more important than—GAH!" He yelled before he wheezed in pain.

With a vein of anger on her face, Erza hammers her fist down on Natsu's head, causing his eyes to pop out for a second before he falls to the ground. Erza looks at the fallen mage as steam rises off her fist.

"Natsu you idiot! Never ignore the calling of the Magic Council. Not everyone's like you." She scolded.

She then turns to Ben. "Go on without us. Hopefully they don't keep you waiting for too long." She then said with a shrug.

Ben sweat dropped as he nodded. Turning around and then beginning to walk away, he waves the others goodbye as they prepare to board the train. The Omnitrix wielder then starts to walk away from the station as he prepares the Omnitrix.

"Well, at least I read the location before Natsu burned the paper to scraps. Well, ashes technically; but who cares. Let's just get this over with…" He then decided as he readied the device on his wrist.

After turning the faceplate, Ben slams the core down. Replacing him after the flash was XLR8, in which the lizard alien's visor clipped down over his face.

"Well, time's a wasting!" He quickly said as he sped off.

After a few minutes, XLR8 stops in the front of the border of the town Era, the placed that served as the headquarters of the Magic Council. The Kineceleran squints his eyes as he looks upon the top of a rocky mountain. At the top rested a large building.

"Guess that's the place. Better get going." He then said, speeding off again.

* * *

 **-Back with Team Natsu-**

On the train, the team was slightly quiet as the previous event that lingered in their minds stuck with them. After a while though the situation then cleared up as Lucy and Happy cheered up for the arrival of the resort.

"Well forget about the Council. Let's just focus on having fun at the resort!" Lucy yelled.

Everyone else then cheered as they raised a fist into the air. A couple of rows away, a certain blue haired and eyed mage gazed upon them with watchful eyes, causing a few others to slightly back away in danger of bothering her.

" _Gray-sama…_ " Juvia murmured with a smile.

* * *

 **-In the town of Era-**

XLR8 reverted back to Ben after the speeding alien ascended up the mountainous road that led to the large building he saw from the former distance. Ben then looked up at the size of the place, whistling in slight awe.

"Woah, some place they got here." He remarked.

After ending his miniature sight-seeing, the twelve year old began walking towards the pre-entrance. Two guards that were stationed at the doorway then approached him as he got closer.

"Halt. State your business." One said.

Ben then rolled up his sleeve. "I'm from Fairy Tail. I've been called upon via a letter." He replied, taking out the letter.

The other guard took the letter, inspecting it for its authenticity. After doing so, he gave the other guard the clear. Nodding to Ben, the two walked out of his way, returning to their post.

"Proceed." He then said.

Ben blinked as he looked upon the two. He wondered what kind of creatures they were, given the fact that they were wearing full plated armor that covered their entire body. He couldn't tell if they were actually human. Nothing made since if there were talking cats, so he couldn't assume lightly.

As the boy approached the entranceway, the door opened up. Entering it, he gazed upon the vast garden and statues lined up. Ben hummed with intrigue as he walked on. Reaching a doorway that had a short case of white stairs, he walked. He then pushed open the large wooden doors, creating a creaking sound as he entered.

Inside, Ben witnessed the sight of many individuals. They were patrolling around, hovering on platforms powered by lacrimas as chatter echoed through the halls. Ben groaned slightly.

"Ugh, just like typical offices…" He complained.

Approaching a reception, he was caught in the eye of one of the staff members. Approaching him behind the counter, it asked for his business. Ben then gave the receptionist the letter.

"Ah, so you're the one." It then said. It then walked around the counter, joining up with Ben as it gestured over to another door. "This way please."

The young man nodded as he began following the member. Opening the door for Ben, he entered the room. It was a simple room, but felt like one of an interrogation, making Ben feel slightly unpleasant. The room had a table as well as two chairs. Several bookshelves were present, along with an open corridor that gave a wondrous view of the town from up high. The member then gestured Ben over to sit down at one of the seats.

"Please wait here. Your caller will be arriving shortly." It then said, leaving the room.

Ben acknowledged the command as he sat down. Looking around the room for the bit, he began to fiddle with the Omnitrix.

"Hmm, if I'm able to do this, is it possible that I can do…" He muttered, his thoughts interrupting by the knocking of the door.

Ben looked over at the direction of the sound. "It's clear." He responded.

As the doorknob turned, a woman entered. She had dark purple hair and brown eyes, and wore a short-lengthened kimono that was white, with a yellow obi wrapped around her waist with a large bow tie on the back. She also wore a short red belt that acted as a choker, along with black sandals.

After closing the door, the woman looked at Ben as she licked her lips. Ben shivered slightly as his cheeks turned slightly pink at her sight.

' _She's… pretty.'_ He admitted. _'But not as much as Wendy... w-wait, why did she come into… oh man...'_ He then groaned as put his face against the table. The woman did not seem to mind this as she giggled, waiting for Ben to lift himself back up.

"Hello there young man." She greeted as she sat down on the other chair. "My name is Ultear. I am one of the members of the Magic Council."

Extending her hand, Ben accepted the gesture. "Benjamin Tennyson, call me Ben though, likewise." He replied. "So, what I am called for?"

Ultear smiled as she crossed her legs. Ben gulped slightly as he glanced at them a few times.

"Ah yes. Let's dwell right into the situation shall we? As you know, the Rune Knights interrogated both of the guilds that were involved in a recent war with each other. I think you know what I am talking about…" She then said.

Ben nodded in response.

"Good. Once I received the reports, I noticed something rather new in the roster of Fairy Tail. A new Take-Over Mage from what I've heard. A certain former Wizard Saint spoke of one such person, saying that they possessed some rather… unique creatures in their disposal." She continued.

Ben narrowed his eyes slightly as he moved his left arm behind his back.

"So I've been studying the reports. The only Take-Over Mages that were previously presented were that of the Strauss siblings, Elfman and Mirajane. So, I concluded that it could only be someone who recently joined the guild… and that, my dear, would be you." She concluded, slowly pointing a finger at the boy's forehead.

Ben then sweat dropped as his neutral expression stayed on. "And… what if I am? Do you have some kind of thing for me to do?" He then asked.

Ultear smirked as she clapped her hands together. "Correct! You're such a smart dear aren't you?" Ben blinked with slight confusion. "So, the reason why I've called you here is that I want to personally assign a task to you!"

Ben blinked a few times more as the crowded atmosphere dissipated, or it seemed to at least.

"A task?"

Ultear nodded. "Yes. I have a sheet explaining just that." She answered, handing him said sheet.

Ben unwrapped it, revealing a description of words. Luckily for him, he had learned to read the language after gaining knowledge from the teachings of Levy. His eyes skimmed through the paper for a bit, before the boy wrapped it back up again as he looked back towards Ultear.

"I think this is simple enough." He replied nonchalantly. Ultear giggled. "And… I assume there's some sort of…"

"Reward? Of course, I wouldn't dare dream of it." Ultear responded.

Ben then got up from his seat. Ultear then called him over and gave him a small emblem.

"Use this for when you get back." She then said with a wink.

Taking the small object, Ben exited the room, leaving the dark haired woman alone. She then gave off a dark chuckle as she pulled out a sheet.

" _Mfuu fuu fuu…_ a mage that was able to go toe to toe with one of the Ten Saints… I wonder if I could add him to our ranks…" Ultear mumbled with a smile.

* * *

 **-Flashback, a few days ago.-**

A few days after the battle between Fairy Tail and Phantom Lord, the Rune Knights had completed their interrogation from both guilds. At the Magic Council Headquarters, Ultear was handed along some sheets. Walking off to her quarters, she began to skim through the interrogation files, until one entry caught her eye. Putting the rest of the pile down on her desk, she held up the one sheet.

"Hmm… Benjamin Tennyson huh…" She uttered with curiosity.

"A recently added member. Special trait: _Take-Over_ … I don't think this report tells me everything that I want to know. …I feel that this boy has much, MUCH more potential than that…" She then said with a wicked smile on her face.

Putting the sheet down, she crossed her legs.

"Perhaps I can test him to see if he is worthy… and also learn more about him. If what this entry says is true, we might be dealing with something from possibly a place like Alvarez…"

* * *

 **-At Akane Beach, the resort-**

As Ben was beginning to do the task assigned to him by Ultear, Team Natsu had already arrived at Akane Beach, a tourist spot located in southern Fiore. After spending time playing in the open sands in the bright sun, the team had decided to try their luck in the casino, although a bit later at that.

In her hotel room, Erza relaxed on her bed, counting off the brand new memories she and the crew had just made.

"Whew… that was a load of fun. Wish Ben could've joined with us…" She stated.

The thought of Ben reminded her of the ones who called him, the Magic Council. Recalling that group then made her remember an unpleasant figure as Erza closes her eyes.

"The Magic Council… _Siegrain_ …" She groaned. Shaking her head, she then removed the unpleasant thought as she began to dwell into slumber…

As she slept, flashback images zoomed past in her mind. After a short while, Erza's eyes shot open as she sat upon, her body immediately flashing and donning her Heart Kruez Armor. The scarlet haired woman became a bit agitated as she stood up. Walking over to a mirror, she sighed as she began to calm down.

"I really do feel better wearing armor…" She remarked with a sad expression.

Lucy then opened the door, now wearing a red dress. She then looked at Erza.

"Erza, let's get going downstairs!" She said cheerfully.

Smiling at the blonde, her body then flashed. A moment later, she reequips to a rather revealing purple dress with long white gloves. Lucy sweat dropped at the otherwise suggestive get up as she laughed slightly.

"Mhm. Let us go Lucy." Erza then said with a smile.

* * *

 **-Back with Ben-**

Now back with Ben, or rather Jetray, the Aerophibian was flying in the sky at a rather fast speed. Soaring above the skies, Jetray looked back at the sheet.

"Hmm, go east of Hargeon Town. You should encounter an island far out at sea that has the shape of a crescent moon." He read.

Looking down, the flying alien's eyes widened at the sight, a large island that was far off at sea. Jetray then spotted a village within the mass of land. Landing in front of the gate, he pressed the Omnitrix dial, reverting back to Ben in a flash. The boy then approached the gate, entering the village.

Ben was surprised to say the least. The residents appeared to be… demons? They varied in size, yet they all had a humanoid look. Ben looked around as some of then started to stare at him with curiosity. A blue skinned demon girl then approached him.

"Hello there, can I help you?" She asked.

Ben then turned to her. "Oh, hello there." He responded. "Um, I'm from Fairy Tail."

Her eyes then perked up. "Ah, you're from Fairy Tail! That play was amazing!"

Ben blinked. "Oh, you were at the play?" He asked. The girl nodded. "I see, guess Natsu and the others are pretty famous huh?"

She then giggled. "Indeed. In fact, they actually helped us a while back. Oh, my name is Lulu by the way, what's yours?"

Ben then blinked again. "Oh, they did? Ah, my name is Ben, please to meet you." He said, extending his hand out.

Lulu nodded as she stepped closer. Tripping on a small rock, she then tipped over, pushing down Ben accidently. As she did, her body made contact with the Omnitrix, causing it to glow yellow as it spun. Ben laid on the ground as his face was smothered by her assets.

" _Mmff…_ " Ben muffled.

Lulu blushed a little as she got off him. "Oh I'm so sorry!" She apologized, helping him up.

Ben then chuckled. "Ah, it's no biggie… hm?"

Ben then noticed the Omnitrix. Lulu looked at the device with a questioning look. The boy noticed this and chuckled, brushing it off as a toy that glowed different colors. Lulu rose an eyebrow as she continued the flow of the conversation.

"So, Ben. You were saying something at first?" She attempted to say.

Ben nodded. "I was given a task to find an object here on the island. I just wanted permission to explore the island first if that's alright. Just want to make sure." He explained.

Lulu then smiled. "Oh, is that it? Sure, go ahead!" She responded with a cheerful smile.

Ben smiled in return. "Thanks. Well, I'll be off then. Nice meeting with you!"

As he began to run out the gate, Lulu waved him goodbye. From behind her, a short demon approached. He spoke to her, asking what the commotion was about. She then said that her guest was just asking permission to venture through the island. The older demon huffed as he walked away.

Now out of the village, Ben activated the Omnitrix and morphed into Stinkfly. Speeding off, the Lepidopterran looked at the sheet again.

"So, according to this, I'm supposed to be looking for an orb of some kind. Huh, shouldn't be that hard I think." He said. "Probably in some ruins or something."

Flying up, Stinkfly scanned the perimeter of the island with his four eyes, allowing a more convenient method of sight. After a while, he then noticed some broken ruins in the distance. Flying down towards them, Stinkfly immediately recognized some things, more specifically though: scorch marks. Stinkfly sweat dropped at the sight.

"I guess when she meant by help, it probably meant busting up something. Once again Natsu probably went overboard…" He remarked.

Unbeknownst to him however, a small device was watching him from afar…

* * *

 **-Back at Era-**

Back with Ultear, a lacrima projected a screen that visualized the device's point of view. The dark haired woman looked at the screen with excitement.

"Oho… so these are the transformations that I've heard about. I wonder what else he has up his sleeve… but where, where did he get these from?" She then said with a Cheshire smile.

* * *

 **-Back with Ben-**

Reverting back to Ben, the boy entered the remains of the ruins. He sighed at all the collateral damage that Team Natsu must've caused. Looking around, Ben squirmed through the dark environment, his guiding light being the bits of sunlight that cracked into the room through the broken stone. After walking for a while, Ben entered a large room that had a large amount of rubble in the middle. The Omnitrix wielder looked up.

"Heeeeh… Seems like this roomed most likely contained something. I wonder what it was."

Looking around for a bit, Ben then took out the sheet.

"Hmm, the orb's appearance seems to be greenish in nature… greenish, greenish… ah!" He then shouted, spotting said orb on the top of the rubble.

Traversing up the broken pieces of stone, Ben obtained the orb. Looking at it, he didn't see any worth in it, so he assumed it belonged to Ultear.

"Well, that takes care of that—"

As he says that, the ground starts to shake. Looking around, several stone golems start to rise from the ground. Although not as large as the one from the Diathon Ruins, they were still considerably bigger than him.

"Aw man…" Ben muttered.

* * *

 **-Back with Ultear-**

Ultear pressed a button on the table. A lacrima next to it flashes, causing the ground to shake at Ben's location as she watches from the drone's view point.

"Mmfu… let's see how you fare against this." She then stated.

* * *

 **-Back with Ben-**

Ben took a stance as the golems stood towering above him.

"Well, at least things can't get any worse." He said.

Immediately as he said that, a larger golem rose from the ground behind one of the others. Ben then face palmed.

"Ugh… I _swear_ the Universe hates me…" He growled.

The first four golems then rose their arms up in preparation for a swing. Ben gasped as he looked up. Before they swung them down, he jumped up into the air. The arms of the stone creatures collided into the ground, smashing the area Ben was previously in. The boy then landed on one of the arms and began to run up it. Jumping off it, he readied the Omnitrix.

"Come on, give me Four Arms or Humungousaur…" He requested, slamming the core down.

In a flash, Ben was replaced with Grey Matter. The Galvan blinked a few times as he looked at himself, sighing as he landed.

"I asked for muscle, not minuscule!" He shouted. The golem he landed behind turned around. The small alien gasped as it slammed its fist down again. Jumping onto it, he began climbing up its leg.

"Hmm, if I'm correct, these autonomous titans should be powered by a lacrima… Now then, were would it be… ah ha!" He said as he looked around.

Slipping into the cracks within the golem's stone structure, Grey Matter slid down, reaching an isolated space within the stone creature. A bright light emitted from a lacrima as Grey Matter covered his eyes.

"I was correct! Now then, I should be able to gain control over this object if I rewire the energy system distribution… turn this knob, rotate the lacrima this way and… huzzah!" He blurted out.

A small joystick then appeared out from the bottom of the lacrima.

"Even comes with a joystick." He snickered as a screen projected. "Let's take Dumb Face Jr. for a test!"

The golem's eye switched from yellow to green. From the screen, Ultear blinked a few times as she squinted her eyes. Grey Matter began to move the joystick, making the golem turn around and shoot a green beam of magical energy into another, blasting its head off. The headless golem fell to the floor as the other three started to charge it.

"Not so fast!" Grey Matter yelled.

Swinging its arm back, the green eyed golem socked another one, penetrating its torso. Pulling its fist out, the other golem dropped. The larger golem then started to charge its beam. Grey Matter noticed this, and charged the last smaller golem. Turning it around, he held it towards the larger golem as it fired its beam. Unfortunately the golem shield was not enough, as it pierced both of the others, causing them to blow up.

Grey Matter yelped as he was launched into the air.

"Well that didn't go as planned!" He shouted.

As he spun around midair, the Galvan tapped the Omnitrix dial on his back, causing himself to flash. Ultear was unable to see the full thing besides the flash. In his place, Heatblast appeared and landed on the ground. The flame headed alien then glared at the last golem.

"Alright _Senior_ Dumb Face, round two!" He then said, blasting flames towards it.

The stream of flames made contact with its torso, causing an explosion that caused it to back up a few steps. Heatblast wasted no time as he dashed over. Jumping up, he hammered it down onto the ground. Landing on its stomach, Heatblast went down on one knee as he placed his palms onto its chest.

"Well, it's been fun, but I gotta get out of here! A hot parting gift for you dumb face!" He then said.

The Pyronite's palms began to glow as he started to heat up. After a short bit, the golem's torso began to melt, as well as the rest of its body. After a while, all that was left was a mush that used to be a golem. Heatblast exhaled as he stood up, reverting back to Ben.

"Well, that takes care of that…" He then stated, activating the Omnitrix and transforming into Jetray. "Now then, time to go!"

The Aerophibian then flew out of the ruins, beginning his journey back to Era…

* * *

 **-Back at Akane-**

The team were having a jolly time in the casino. Gray was in a game of poker on one table. Natsu and Happy were in another area playing a different game that was basically a giant slot machine. Erza and Lucy were at another table playing cards as well.

Juvia then appeared next to Gray. She wore a blue dress alongside a necklace that had Fairy Tail's emblem. Gray was surprised by her appearance as she joined him. After a bit, the two went over to a counter. They talked about the disbandment of Phantom Lord.

"So, what're you going to do now?" Gray asked.

"Juvia was suggesting joining Fairy Tail, as per the suggestion of young Ben. But Juvia does not think the others will accept her…" She admitted.

Gray then smiled. "Well… I don't mind, but I'm not sure about the others."

Juvia's eyes then sparkled. "Juvia will do whatever it takes!" She then yelled.

Over with Natsu, the fire mage was complaining to a staff member that the game was rigged. Causing a scene, the employee tried to calm him down.

"S-sir, please sto—"

"Hold it right there, _boy_." A voice then said.

The three then looked to the figure. "Places like these are for adults ya see? So ya gotta be dandy yea?" The figure then said, revealing himself to be a… blocky man.

Natsu and Happy blinked a few times.

" _B-bl…_ "

" _BLOCKY!_ " They shouted.

The blocky man then rose two fingers. "Now listen here boy. There's two paths that a man can take…" He then said as his body started to glow.

"Say wha— GAH!" Natsu yelled.

The blocky man's legs turned to cubes. The then detached cubes gathered around Natsu's arms and legs, slamming him into the glass containing the game.

"What the?!" The fire mage yelled.

The blocky man then held his hand in a hand gun form. Shortly after, his arm glowed and became a blocky rifle. Natsu's eye contract with did a humorous gasp. The rifle then activated a laser point that aimed at Natsu's forehead.

"Ya gotta be dandy, or stop and face your end. Got that, _boy_?" He said as his shades flickered.

Back with Gray and Juvia, another figure approached them as well.

"Gray Fullbuster?" He asked.

The ice mage turned around, only to see a large man activate his magic. His eye flickered with a magic circle, causing a large explosion that crashed the bar. At the same time, fireworks started to go off, causing Erza and Lucy to look around.

The large man and the blocky man then said this…

 _ **"** **Where is Erza?"**_

* * *

 **-Some time later, with Ben-**

The human shape shifter had successfully completed his mission. After returning to Era, Ultear rewarded him something… unique. The boy wasn't sure if she was just being too nice, or if she was acting out for some other kind of reason. Regardless, he accepted the reward, and prepared to go to Akane Beach.

"Ugh, it's already so late, hopefully it's still open at this time…" He groaned.

Transforming into XLR8, the Kineceleran proceeded to zoom to the resort as fast as he can. After 10 or so minutes, he reached the resort, only to see smoke and destruction.

Looking at the sight with disbelief, his visor cropped up.

"Hey, what's going on here?!" XLR8 yelled out.

Zooming near the casino area, he sees piles of rubble everywhere. Looking around, he then encounters Team Natsu, but with Erza and Happy nowhere in sight. The lizard alien had a bad feeling on his back as he proceeded to meet with the others.

"Natsu!" He called out.

The raging flame mage stopped in his tracks along the shoreline. His eyes darted over to the speeding figure as Lucy, Gray, and Juvia arrive.

"Ben!" They responded. The speeding alien stopped in front of them and reverted to his human form. "What took you so long?!" Gray shouted.

Ben held his hands up. "Hey, I was pre-occupied by work from the Magic Council. Mind explaining what the hell's going on?"

Lucy then walked up. "Some guys kidnapped Erza and Happy!" She cried out.

At the hearing of these words, Ben's turned gray as they widened.

"Kidnapped… by who?" He then muttered.

Lucy averted her gaze. "They called themselves friends of Erza. It was a group of four. A blocky man, a large man, a tanned blonde, and a cat girl that took Happy." She explained.

After listening to her explanation, Ben clenched his fist as he looked out to the sea.

"And where did they go?" He demanded. "How far away is it?!"

Natsu then began to sniff the air. "Over by the sea, in that direction!" He yelled out, pointing his finger out to a direction in the sea.

Ben then looked to him. "You sure?"

Gray then crossed his arms as he nodded. "He's right. Dragon Slayer noses are the same as a wild beast's." He confirmed.

The boy then glared out into the sea. "Then I'm going out." He called out. "Catch up with me as soon as possible…"

Everyone else looked at him as if he was crazy.

"What do you mean Ben?! That place is probably dozens of miles away from here!" Lucy called out.

Ben ignored her as he readied the Omnitrix. Walking down to the water, he slammed down the core, covering himself in a bright light. Every covered their eyes as it flashed, their arms lowering as a new figure replaced Ben.

In Ben's place was a creature resembling a humanoid angler fish. His fingers had webbings in between them, as well as his feet. On his back and back of his arms were addition fins. His head had green eyes as well as a large jaw with teeth sticking out. A phosphorescent light hanged from his forehead, glowing a bright yellow green color. He wore grey arm and neck braces with white accents, along with a black and green loincloth. The Omnitrix dial was located on his left pectoral, with the Fairy Tail symbol on his left shoulder.

Lucy shivered at its appearance. "What kind of alien is that?" She asked.

Ben turned over to her. " **Ripjaws**. Now then, I'm going to rip those guys a new one!"

Jumping into the water, Ripjaws' loincloth wrapped around his legs, making him into a sort of merman in appearance. The Piscciss Volann then began to speed through the water with fury in his eyes, leaving the others behind. Lucy then ran towards the water.

"Ben, wait!" She tried to call out. "Oh Ben… well, come on guys, we need to follow him!"

The others nodded. Running to a nearby shack, Gray brought out a lacrima powered boat. Natsu flinched from the sight of the mode of transportation, but pushed off the feeling in the meantime as he and others brought it into the water. Juvia surrounded herself in water, replacing her clothes with her usual garb. Getting on the boat, Lucy holds her palm on top of the lacrima. The magic item began to glow as the boat rushes off into the sea, following Ripjaws…

* * *

 **-Several minutes later-**

After swimming through the sea for a while, Ripjaws began to catch several floating objects in his line of sights. Squinting his eyes, he swims a bit faster. After reaching the start of the trail, he rises to the surface, only to gasp at the sight.

"T-this is…!" Ripjaws said with a low voice.

From left to right, the sea was filled with dread. Fallen birds, risen fish, but the most surprising to the merman alien was the masses of bark scattered across the surface of water. Ripjaws swam to a large piece, which had a familiar emblem.

"This debris… Fiore's ships?" Ripjaws questioned as he put down the piece. "Whoever kidnapped Erza must be behind of all this… I swear, once I get my hands on whoever did this…"

Submerging himself into the blue liquid, Ripjaws began to propel himself through the water yet again. After swimming for a few more minutes, he then came into contact with a large tower that seemed to pierce the very heavens…

"Hold on Erza… rescue is comin' your way!" Ripjaws promised, reaching ever so closer to the heaping mass of land.

* * *

 **-Back at Era-**

In a dark room, a massive blue magic circle spun around the ground. Nine individuals gathered around the circumference, with two of them being Yajima and Ultear.

" _Another_ R-system?!" One said.

"The goal of the dark cults were to create the ultimate black magic by the creation of it, and that was TEN years ago!" Another added.

"But we destroyed the others! We even made precautions in case any more were in the process of being created! How did we miss this?!"

A spherical image showing the tower then appeared. An elder member then stepped up.

"Well apparently there were eight… this one happens to be in the midst of the Ka Em Ocean. Judging by the structure, it must be near or already in completion." She started.

"The team that was sent to investigate sent us this image before they lost contact. What we don't know is why."

A blue haired man then spoke up. He had a bizarre facial mark on the right side of his face.

"The R-system is called the Tower of Heaven isn't it?" He stated.

"Who cares what it's called?! This entire structure and everything related to it is linked to forbidden magic!" One member retorted.

A worried man with shades then hesitantly stepped up.

"B-but according to our readings back on Akane Beach, the individuals related to the attack are not affiliated with that cult however… but we do know one thing…" He noted.

"And that is?" Yajima asked, opening an eye.

 **"Jellal. That's the name of one of them."**

Everyone then gasped as they turned to Siegrain.

"Oi, isn't that your twin brother?!"

Siegrain then crossed his arms. "Yes… but we have to take measures against this. This is why I want to propose something. Rather than sending an army, I suggest we use something else…"

The others narrowed their eyes on the blue haired man.

"And… what would that be?"

Siegrain then clenched his fists as he looks upon the gazes of everyone else.

 **"We use the Satellite Square, _E_** _ **therion**_ **!"**

* * *

And with that, we are back! Been a while hasn't it?

As per the request of a user, I've decided to give Ben is demon form! Hopefully you'll enjoy the revealing scene of the brand new alien as the story progresses through time.

Btw, I've changed the cover image for the story. If you haven't already noticed, it's a key, or rather yet, Ben's key! I don't know what to name it officially, so let's see… let's call it, the **Omnikey**! …Yeah, a bit unoriginal, but whatever. Tell me if you like the design, since I'm not much of a digital artist (all I did was merge some images together, color in a few spots, and gave it a background. Please, bear with me!).

And so, with that all being said and done, here's the completion of the first part of the Tower of Heaven Arc! Hope you all enjoyed it.

And as always, thanks for reading! Please rate/review this story if you want, advice is greatly appreciated!

So, with that said, see you all in the next part! Toodles! WE BROKE THE 100K WORD BORDER!

* _Fixed that little mistake_!


	17. Truth (Tower of Heaven 2)

Alright, no funny business this time. Let's just get on with the story for this one aight?

Welcome back again to this part of the Null Fairy. I believe the introductory to the _Tower of Heaven_ was an alright one in my opinion. Once again I've taken it upon myself to read other stories to develop my own writing, more specifically fighting scenes.

Anyways, with all that being said, let's get right onto the plot shall we?

And as always, I own nothing related to the subjects of **Ben 10** nor **Fairy Tail**. Please support their official releases, and happy reading to you all!

* * *

 **Chapter 17:** _Truth_

Ripjaws wasn't sure if villains were crooked or just dumb. Why did every lair that a bad guy had in the ocean or any body of water in that sense have a dock of some sort? The fish-like alien shook his head as he rose to the surface of the water, next to a set of rock stairs. Climbing up the steps, he shakes off the water from his body as he reverts back to Ben.

Walking up some steps, the boy then starts to see some scouts in the nearby distance on top of the higher grounds. They appeared to be paired with a wyvern like creature, although it was fleshy looking with no eyes. Ben squinted his eyes to get a better look.

"Hmm, too many guards… isn't there another way in?" He murmured.

Dipping into the water again, Ben started to look around in the water. Although a bit fuzzy in his vision, a good bit away he sees an underwater opening in the rock formation.

 _'Oh, perfect!'_ He thought, now readying the Omnitrix.

Transforming again into Ripjaws, the Picciss Volann skims through underneath the deep blue sea. After a fair bit of time, he resurfaces in an area occupying the under region of the tower. Climbing onto the rocky ground, he taps the Omnitrix dial and reverts back.

Ben starts to look around. "…Seems like I'm underneath the tower." He stated.

From the corner of his eye, he spots a recon that gasped at his appearance. His mount roars, signaling the others in the area.

"IIINNNTTTRRUUUUUDDEEEERRRRRRRRRRRR!" He yelled out.

Ben covered his ears. "Sheesh, can you be any louder?" He then looks up. "Huh? Oh, here comes the cavalry."

Coming from the upper floors, stone structures resembling masks had groups of soldiers coming out. The one who called him out then hovered above him while pointing a spear.

"Identify yourself!" He demanded.

Ben snickered as he gave them an unsettling smile.

" _...Oh…_ you want to know who _I_ am…" Ben muttered with a chuckle.

He then looks up to the crowd as he slams down on the Omnitrix, covering the entire room in a blinding light.

"What?! What's going on?!" One screamed out.

As the flash dissipated, Ben was replaced with Echo Echo. Echo Echo then splits into four copies. The group of sound aliens smirk, and then tapped their dials, each creating a flash.

Echo 1 was replaced with Heatblast, while Echo 2 was replaced with Big Chill. In Echo 3's place was the hulking Armodrillo, and with Echo 4 was a new alien.

It resembled a humanoid mollusk. Having red shelled armor, his head was covered with a hood-like shell. In his palms were holes, and several barnacle-like nodes were located on his arms, legs, and back. He wore a gray and green uniform with the Omnitrix dial on his chest. The Fairy Tail emblem was imbedded in his left shoulder as a detailed shelling.

As the four transformed Echo Echoes called themselves out, they looked up to the crowd.

"I'm a Fairy Tail wizard! Now get ready for a slaughter fest!" They all yelled out.

* * *

 **-In the upper levels of the Tower-**

Happy awoke in a brightly lit room. He yawned groggily as he blinks a few times, wiping his eyes as he does so. His immediate eye-catcher was a giant plush cat that stared into the depths of his soul. Happy shrieked as he jumped up, now looking around the room.

"Where the hell am I?" He asked himself.

The entire room was filled cat-related things. Plushies, giant plushies, rugs, lamps, wallpapers, and the list goes on and on… Happy gulped at the thought of a person who dared to have a cat-fetish.

"Oh, you're awake!" A girl's voice called.

Happy's eyes darted to the direction of the voice as he shivered a little.

"W-who are you?!" He asked with a shaky voice.

The girl's eyes flickered with a dangerous glow.

"Oh don't worry little fuzzy fuzzy!"

Happy's body gave out as the color of his being left him.

' _F-fuzzy fuzzy… WHAT THE HELL IS THIS?!'_ He shouted in his mind with a confused voice.

Coming from the entrance of the room, the blocky man enters.

"Look Wally, a talking kitty!" The catgirl yelled with joy. She proceeds to grasp Happy in a bear hug, causing him to squirm around. "Much floof, such wow!"

Wally tips his hat. "Milliana my girl, try to be _dandier_ yea? That's a cat that can do cat talk, not a talking cat, ya see?" He explained with a cool pose.

Milliana nods with understanding. "Ah, I see now!"

"THE HELL ARE YOU GUYS SAYING?!" Happy retorted. "Wait, where is this, and where and what the hell's happened to my partner?!"

Wally tips his hat to him, his hand in a hand gun pose.

"Hey _cat_ , your boy of yours' probably sleeping with the fishies in the cold hard asphalt ground like a drowned cat!"

Happy looks at him with disbelief, but then two guards appear.

"Sir, it's Erza, she's escaped!" One said.

Wally smirks. "Whelp, no way outta this island here."

As they walk off, Happy jumps off and runs towards the window. Hoping to see a way out, all he saw instead was blue and blue and constant blue…

"Aw man… well, I guess I can start looking around." He decided, shrugging.

Activating his Aero, he jumps out of the window…

* * *

 **-In a celled area-**

Erza's eyes twitched. As she grumbled, she opened them slowly. A man standing across from her stepped forward.

"Are you awake now sister?" He said.

Her eyes widened fully as she looked up. She then noticed that her arms were restricted. She then turned back to the man.

"Sho, what's the meaning of this?" She demanded, calling out his name.

Sho bended over next to her face.

"We were told to bring you back home sister." He answered. "We finished _it_."

Erza gasped, before glaring at him. "Y-you don't mean _that_ thing?!"

Sho snickered. "Of course! After 10 long years, we've finally completed it. Milliana and the others seemed to be overjoyed with it as well!"

Erza then brought her face down. She began to broadcast her recent memories, as three people appeared in her mind. One was the blocky man, while the others were the larger man and a cat girl.

' _Milliana, Wally, Simon… not them too.'_ She thought.

Sho then stood up. "The ceremony will begin soon. You'll be waiting here until then.

As he said that, the larger figure, or rather Simon, stood guard behind the cell. Erza gasps again at his words.

"Ceremony… you're going to activate _it_ , the R-system?!" She called out. "Are you even aware of the dangers of using such a thing, especially for something as foolish as reviving someone?!"

Sho raises an eyebrow in acknowledgement. "Oh, so you know what's going to be used for? Impressive as always sis. Yes, the R-system, or rather, the _Revive_ System: A method that uses a horde of sacrifices."

Erza growls at him, but he continues his speech nonetheless.

"Although it's seen as a malevolent act, isn't magic something that has always gone against and contradict humanity as a whole? Just the using of magic itself rots away the core of one's humanity!"

Erza sharply shakes her head. "No! That's the idea of black magic! If you go as far as to say something like that, then you're no different Sho!" She proclaimed.

Sho then gives her a crooked smile as he turns around.

"So you say, sister. But Jellal is different! He'll make a path for us that'll lead to paradise, and not just for us, but for everyone!" He exclaimed, stretching his arms into the air gallantly.

As his body is turned away, Erza slowly begins to lift herself up, using her legs to scale up the wall.

"And as that happens… as that happens, we'll become the rulers, RULERS! EVERYONE WHO EVER DID US HARM, THOSE CULT MEMBERS, TRAITORS LIKE YOU SISTER! YOUR FRIENDS …AND _ESPECIALLY_ THOSE WORTHLESS BAGS OF GARBAGE FROM THE COUNCIL! Watch as they all fall to despair and sorrow under the foot of our rule!"

Sho finishes his preposterous claim with a maniacal laugh. Erza then lifts herself off the metal railing that she hanged from. Landing on the ground, Sho gasps as he suddenly turns around, only to see Erza uppercut him with her restrained fists. Falling back, his head collides with the metal railing of the prison door, knocking him out. As he falls down to unconsciousness, he mutters out Erza's name.

Simon takes note of this as he sighs with a bit of relief. Walking off into the darkness of the tower, Erza rips apart the ropes around her wrists. With her body trembling with anger, she looks down at Sho.

' _Sho… Jellal, I can't believe you made him think that this ruse was any good. Now, I come for_ you!' She declared.

Erza ex-quips into her Heart Kreuz set, her eyes full of focus as she runs of out the cell…

* * *

 **-At the Tower's top floor-**

In a room with a throne, a man sits down with a hood covering his face, revealing only a familiar bunch of blue hair, and another facial mark.

"Heh… Well this is becoming interesting, yes _very_ interesting!" He called out.

"Jellal-sama…" Another man responded. He had long black hair, and wore a sleeved shirt, along with simple armbands, gloves, pants and shoes.

"Erza really is an intriguing woman… but that's not all. An unexpected guess has made its appearance. I guess Ultear's report was right after all. I can't wait… will it be Erza's team that wins, or me?"

As he says that, Jellal gives off an eerie chuckle…

* * *

 **-Back with Team Natsu-**

As the team travels on their boat, they discuss the situation.

"Oi, you sure this is the right path Natsu?" Gray asked with a mildly annoyed voice.

" _*Buurrgh…*_ Y-yea, Ben's scent definitely is this way… oh, why we had to take a boat…" He muttered.

Lucy turns to the group from her seat in the back.

"Do you think those people trapped in that blonde guy's cards will be alright?" She asked.

The ice mage turned to her. "Yeah, we informed the army. They should be in good hands."

He then turns back to the ocean as he kisses his teeth.

"Tch, I still can't believe we let those two get kidnapped right from under our noses, especially since they were unconscious too." He said, hitting the boat.

As he says that, the group feels a sudden change in atmosphere, enough to make Natsu ignore his motion sickness. The fire mage stands up, his eyes darting around.

"Hey… what's this feeling of danger?" He asked with suspicion.

To answer his question, the group passes the clear skies they were once in, and entered the terrain of dark clouds. They witnessed the same birds that fell from the sky, the fish that rose from the depths, and the wreckage from the ships… Lucy gulps at the mess.

"G-guys, do you think Ben did this?" She hesitated to say.

Juvia stared at the pile of death with her chin cupped in her hand.

"Juvia does not think so. Most likely it was caused by a different group, most likely the same one that attack Juvia's group back at the resort." She concluded.

Natsu then notices a figure in the distance.

"Hey… over there." He pointed out.

The rest of the group looks out to see the Tower of Heaven. Lucy sits down as she looks at it with slight awe.

"That's the Tower of Heaven?" She said.

Juvia then glares at it. "Let us hurry and rendezvous with Ben. I do not want to see him in harm's way." She pressed.

Gray then looked at her. "Well, if it's him we're talking about, it might be the other way around for whoever's in that kid's way." He remarked. The others nodded at that.

* * *

 **-Back with the Four Echo Group-**

After a one-sided slaughter fest occurred, the four aliens landed back on the low ground they came from. Masses of ice were spotted in one corner, while another was covered in flames. A group of dampened soldiers were soaked down to the drain. The last group was covered in a landslide caused by Armodrillo as he jumped back down to the others.

As they regrouped, they flashed back to their Echo Echo forms and merged back together. After doing so, the Sonorosian taps the Omnitrix dial and reverts back to Ben. He then walks over to one of the defeated soldiers.

"Where's the guy that took Erza…?" He uttered. The soldier panics, and then faints shortly. One of the mouth structures then opened up. A platform then came down.

Ben looked up at the structure, glaring at it.

"Some sort of surveillance I assume, but why? Humph, it doesn't matter, I'm breaking through." He decided.

Staying still for a moment, he then decided to walk up the platform, disappearing into the mouth of the mask-like structure…

* * *

 **-With Erza-**

As the scarlet knight ran through the tower, memories that were hidden deep in her psyche rose to the surface. Her face grimaced as the images flew by in her mind, aggravating her by the minute. As her rage build up, she stop to lean against a wall, taking a moment to catch her breath.

"Come on Erza, calm down…" She muttered grimly.

With rough huffing, the supposed breather in fact had made her anger rise even more, as the motion she was in at first partially blocked off her attention to the mental matter. Now that she was standing still, her rage rose to the top, breaking violently as Erza lets out a violent roar.

 **"JEEELLAAAALLLL!"**

Slamming her arm into the wall, it broke down, crumbling to pieces as rays of light entered the hallway. Looking out towards the sky, Erza slowly steps out. Some guards that were stationed there heard the banshee like scream, cowering in fear as the scarlet haired brought out two swords. Swiftly taking out all but one guard, she kicked the remaining soldier into the wall. Stepping forward, she lifts her right arm. Thrusting it forward, her sword stabs right next to the soldier's helmet, creating several cracks in the stone wall.

Her face was covered by her bangs as she lifted her head up. After doing so, the frightened pawn slides down to his bottom, only to look up to a pair of menacing brown eyes.

"Where is he…? Where is Jellal?!" Erza yelled.

The panicking guard yelped. Immediately he pointed his arm up towards the top of the tower. Erza takes a moment to look in the same direction, before bringing her gaze back down to the other individual, who was now shaking wildly.

"Thank you." She responded coldly.

Pulling her sword out from the wall, she begins to walk back into the hole she made, leaving the fear-stricken soldier alone. After she left, he finally gave out, falling to his side and fainting…

Now walking in the hallway again, Erza's expression returns to normal. Traveling for a few minutes, she sees light coming from a nearby room. The scarlet haired warrior slows down, slowly tip-toeing until she reached the edge of the room. Peeking into the room, her expression suddenly turns to surprise. Blinking a few times and wiping her eyes, she then steps into the room.

The space was in fact a dining hall, filled with food and beverages. To Erza's surprise, instead of soldiers, she instead meets back up with a fellow member. After a bunch of slurping noises, the sitting individual turns to face the Titania, whose footsteps garnered his attention.

For a moment, he just stared at the scarlet-haired woman, but then he spat his food out in surprise.

"E-Erza!" Ben shouted with shock.

* * *

 **-With Team Natsu-**

Now in the vicinity of the Tower, Juvia dives off from the boat, hoping to find some kind of entrance way. After searching for a bit, she discovers the same staircase that Ben went up. Signaling the others, the boat came ever so closer. After stopping at the dock, Lucy and Gray help Natsu off. The Dragon Slayer barfed a few times into the sea, causing the others to dead pan at the sight before they climbed up the steps. After Natsu joined up with them, they began to search for a way into the tower.

"Now where did that squirt go?" Gray asked while rubbing his temple.

Natsu sniffed the air again. "Well, no doubt about it, Ben was here alright."

"But where did Ripjaws go off to?" Lucy replied with another question.

Juvia looks around. She then sees a small black scale that floated on the surface. Walking over to the edge of the water, she picks it up. Her eyes widened immediately afterwards.

"Juvia believes that Ben had found an underwater entrance. Please, a moment." She called out.

Jumping into the water, Juvia speeds downwards. After another moment, she sees the opening that Ripjaws came into, and quickly rose back to the surface. As her head splashed water up, the others looked down at her.

"Juvia was correct! There is another pathway here underwater, but it is deep."

Natsu and Gray look at each other, and then down at the water.

"Eh, we can probably hold our breathe for 10 minutes no problem right?" Natsu boasted. Gray replied with a casual "Yeah". Lucy looked at the two, wondering if they were stupid or actually capable of doing such a feat.

She then turned to Juvia. "I don't think we can hold our breath for that long…"

Juvia blinks, and then creates a water sphere.

"Then you three shall use these. They are sockets of water with air inside. These will allow you to breathe as you travel underwater." She explained nonchalantly.

Lucy dead pans at her immediate but convincing solution with a sigh.

"Yeah alright…" She gave up with logic for now.

The others started to strip their clothes in the mean while. Gray already stripped before they even left, only wearing pants so he was alright. Natsu took off his coat and scarf, tying them onto his head. Lucy decided to discard her dress, leaving herself in a bikini. They then jumped into the water, joining up with Juvia as she surrounds their heads with water spheres. Juvia herself had no need for them as she was a water mage.

The group then began to dive down into the water, following Juvia as she smoothly traverses the mass of liquid effortlessly. Natsu starts to get competitive with her as he tries to swim faster, although seemingly ineffective as a result. Both Gray and Lucy sweat drop at the sight as they trail on.

After a good while, the group begins to surface. As soon as they climb up to solid ground, their attention is immediately drawn to the devastation of a battle. Natsu sees heaps of scorch marks and rogue flames all over the place. Gray in turn sees a giant iceberg with groups of soldiers trapped inside. Lucy walks up and sees a pile of rubble, eyeing some soldiers that stuck out. Juvia blinked in surprise as she spotted a crowd of soldiers completely soaked, even with some of them floating in the water.

"Okay, _this_ was Ben for sure." Gray called out.

"And he must've gone through there." Lucy pointed at the tongue like platform.

"Follow the little guy, let's go!" Natsu commanded, running off. The others quickly follow him in turn, disappearing into the darkness.

Coming into a dimly lit hallway, Natsu sniffs the air again and begins to run off like a tracking dog. Gray and the others follow him as Natsu walks on all fours, sniffing the ground until his ears perked up. The pink haired mage stands up, seeing a dim light in the background. His licks his lips savagely as he squirms down like well, a salamander.

"Light at the end of the tunnel, that's gotta be a good thing right?" He quoted.

"This isn't even a tunnel flame breath!" Gray retorted.

"That's the Salamander for you…" Juvia remarked with slight surprise as she and Lucy begin to follow Natsu again.

As Natsu comes closer to the light, he lights one of his fists on fire and slams it down, propelling him into the room. Landing on his feet, he takes a stances, expecting enemies.

"Alright chumps, get ready to… huh?"

As Gray and the others walk into the room, they also were taken in by the surprise. Before them were Ben and Erza. Ben was snacking down on some grub while Erza was just standing there bewildered.

"Erza!" Lucy called out.

Erza stared at them for a moment, before swiping a sword at them.

"Leave!" She ordered.

Ben and the others blinked at her sudden command. Natsu then growls as she stomps his way to her.

"No way! I have a bone to pick with that blockhead, and they also got Happy!" He replied.

Erza stood straight at his name. Her thoughts then ran back to Milliana, who she knew was a cat fanatic.

"It must've been Milliana…" She muttered.

"Where is he?" Natsu blurted.

"I… I'm not sure exactly." She admitted.

Natsu then snorts. "Alright then! Then it's time for the old nose to track him!" He shouted, suddenly running off out of another exit.

"What a one tracked mind." Ben called out while chomping on a piece of bread.

"Well, we're going t—" Lucy then said. A sword then came in front of her, causing the three to back up slightly as Ben blinks a few times.

"No! I'm sure Milliana will cause no harm to Happy, she loves cats after all. I'll go and bring the both of them back, it's my responsibility!" She proclaimed, turning around.

Gray and the others stared at her in disbelief. They couldn't believe that Erza was serious about something for once. Ben however had an idea of what was going through her mind.

"I don't want any of you to get involved with this personal problem of mine, so leave, now!" She ordered again.

Lucy tried to argue with her, but she was unable to create a strong front to back up her words. Gray then pats her shoulder, walking up.

"But it's already our problem you see?" Gray replied with a calm voice. Lucy took this opportunity to get more information out of her.

"Who's Jellal? What's this about the tower?" Lucy pleaded.

Erza stood still, refusing to answer her.

"…If you don't want to talk, then its fine." She then said.

"But we're here for you, so _*Burp*_ we can help you ok? Those guys may have been your friends, but right now, at this very moment, _we're_ your friends… _sis._ " Ben spoke out, emphasizing on that last part.

Erza closes her eyes with her lips quivering. She then lets out a single tear as she sighs. Turning around with a smile, she faces the group. Ben lifts himself away from the table, walking next to her.

"We're all afraid sometimes. Take myself for one thing, you know my story Erza. Even if times are tough, and you want to bear the weight all by yourself, it's alright to receive support from others you know?" He said with a bright grin.

Looking down at the Omnitrix wielder, she wipes the tear from her face, and turns to the group.

"Still, after this is over, my perishing will come, and I will leave this world as a result."

The others gasps at this response. Ben just gives her a short lived glare before sighing.

"So, while I still have the chance, I'll give you the whole story now…"

* * *

 **-Flashback in Erza's Memories-**

"This place, this entire structure, it has a name. It's called The Tower of Heaven." Erza began.

"But its true name, is the R-system…"

The scene zooms into a memory. From outside the tower, the point of view zooms in, flashing into an underground facility. Construction sites were sighted all around the area. People strapped and held by lacrima powered devices were being worked over as slaves by people covered in dark outfits. They were forced to do many laborious tasks, such as pulling large carts, mining, etc.

"More than 10 years ago, a black cult was in the middle of fabricating it. Their purpose was to activate a forbidden spell, one that would bring one back from the dead. And for that, they needed sacrifices, _human_ sacrifices."

"Besides being sacrifices for that horrifying thing, they were also worked as slaves to increase the input of magical energy into the spell… I myself was one of those who was enslaved there when I was younger…"

Erza gave the group a moment to react, before continuing her story.

"Escape was futile. Those who attempted to do so, or tried to rebel in anyway whatsoever, they disappeared without a trace. We lived in fear. But even so, there were moments where I was able to enjoy the passion of friendship, however little it may have been. During that time, Jellal was one of those people who I became affiliated with."

She then closes her right eye. Her hand covered it, as if shielding a wound from the past.

"You may have noticed that my eye doesn't produce tears. When they were using me for one of their beat toys, they… took out one of them. Jellal then came and rescued me, but that led to an even larger problem when he was captured. I was able to escape, and eventually start a rebellion of my own, but it was too late… _something_ had corrupted him." She explained.

* * *

 **-In the room Erza was rescued in-**

Jellal awoke, strapped to a stone pillar. In front of him were two men and a crystal cluster.

"Awake now brat?!" The skinny one called out. He snapped his fingers, causing a purple magic circle to appear in front of the crystal stack and under Jellal's feet.

"EH?!" The young boy gasped, before being shocked.

"AHHHHH!"

"Sheesh, why can't you all understand that once the almighty God is resurrected, we'll all go to paradise?" The fat one sighed.

"And we still need to deal with the recent rebellion as well." The other one added.

After giving Jellal a slightly harsher bolt of thunder, they laughed as they walk off, leaving the smoking boy alone. He slowly opens his eyes, looking at the crystals.

"God… don't make me laugh. Why would someone like that bring salvation to all of us, to all the children here especially…?" He began.

As he says that, a dark and misty shroud begins to cover the room.

 _ **"Hate…"**_

"Hate… I hate this place, those fools, their God… this world…" He muttered.

 ** _"That hate… let me consume it, use it… it give me power, strength…!"_** The eerie but feminine voice called out.

Jellal quickly raises his head, looking for the source of the voice.

"Who?! Who goes there?!" He yelled.

The voice laughs, and a purple blob emerges from the ground, startling Jellal.

 _ **"Those fools. I have been here forever. Why do they insist on making a body for me…? Their belief will not allow them to see me, hate… hate brings my being into their sight."**_

It then formed into a goop like humanoid figure. It drew its "face" closer to Jellal. He hesitated to look at it in general as it crept closer and closer. As much as he hated it, he continued to look towards it.

 _ **"You… Jellal. You have the hate, and are able to meet with their God! I am Zeref, the pure hatred… let my hate flow into you!"**_

Erza sighs as she tries to recall more of her memories.

"At the time, I was in the middle of the liberation. I had faced some… awakening moments during that time. It was also when I first discovered the use of my magic, in which I used it to further involve myself in the battle." Erza continued.

Looking up to the ceiling, she closes her eyes.

"But it was at that moment, where my closest friend… was lost."

The scene moves back to the room Jellal is in. Young Erza enters, cutting down the two mages that were there. She then sees Jellal still in his ropes, and cuts them off.

"Jellal! Its ok, we're all here. It's over… finally over!" She cheered.

Lifting him up, Jellal gives off a dark chuckle, causing the young girl to flinch slightly.

"J-Jellal?"

"Erza… _there's no need for us to run… not anymore._ " Jellal murmured with a devious face.

"W-what? I don't get it, let's get off this island!" She pleaded.

Jellal walks over to the crystals and leans against them.

"But that's the thing Erza. There is no freedom in this world, not the kind that those buffoons were trying to achieve. The true freedom…"

He then turns around. Erza backs away as Jellal makes a scary face, his pupil taking on a strange shape.

"…is one, _which is with ZEREF…_ a true world, with genuine freedom!"

Jellal then walks out of the room. Erza hesitantly follows as he enters to decaying remains of the tower.

"This tower now belongs to me. Come Erza, let us complete it, the R-system… no, the _Tower of Heaven_!" Jellal offered.

"Huh…?"

"Once we do so, we can resurrect him… Zeref." He finished.

"N-No! We're getting off the island aren't we?" She blurted.

With an annoyed look in his eyes, he turns around. His right eye flickers red as a small magic circle flickers, pushing away Erza with a strong blast of wind. The young scarlet is blasted out to one of the mining fields. Launching with a large cluster of dust, young Erza struggles to stand up as she looks back at Jellal.

"Hm. If you want to leave this place, then by all means, I will allow it. However… you will do so by yourself only." He then said.

Erza's eye widened with confusion. "W-What? Jellal, everyone's waiting for us on the ships. Are you saying that you want them to continue building the tower?! No one will consent to that!" She argued.

Jellal snickers.

"But that's because they don't know the true reason for why they are doing it! Once they learn that their labor will be used for the Almighty Mage Zeref, they will know true freedom!" He yelled.

Jellal then sits down, looking down at the now standing Erza.

"But rest assured Erza. Unlike those fools, I'll give the workers clothes, food, rest, and all the other necessities they need…" He promised, albeit with an evil tone.

Jellal then snaps his fingers, activating a magic circle. An aura of dark energy wraps around Erza, grasping her in a tight squeeze as she is brought up to him.

"And don't worry Erza. There won't be any need for sacrifices, and you've helped me already. That's why… I'll you to live out your "freedom". But I want you to know two things…"

"First… never mention this place to anyone, especially that wretched Council. If you do so, I'll kill everyone here by destroying this tower." He listed off.

"And second… you will not set a foot in here. Let's see… if you do, let's start off by killing… Sho!" He decided with a twisted smile.

At this point, young Erza was in tear…s? Her heart was in a mixture of confusion and sorrow. What had happened to her best friend, why did he want build this abomination? How did Zeref get into his system? She had so many questions, but her attention was taken over by Jellal's threatening presence.

"Jellal…" She murmured with a sad tone.

Jellal's eye morphed to its eerie shape as he gave her wicked smile.

" **Now live Erza… Live, with everyone's life in your hands for your FREEDOM!"**

* * *

 **-End of Flashback-**

Erza clenches her fist as she ends the story. Gray then realizes something familiar with that name.

"Wait, that 'Zeref' you mentioned…" He muttered with suspicion.

She then nods, confirming his thoughts.

"Yes. He is the wizard that Lullaby was referred back to, the so-called creator. I suspect Deliora was also one of them as well." She added.

She then cupped her chin. "But I don't understand his motives. According to Sho, he said that once it's complete, apparently they'll become the rulers of a so called 'paradise'."

Ben then rose an eyebrow. "Sure then, but why're friends calling you a traitor for then? Didn't you have to leave the island for their own safety?" He recalled.

"Indeed. But that time lasted for eight years, so in a way, I did betray them… though if I had to say, they were probably tricked or brainwashed by Jellal." She predicted.

Ben then senses a figure lingering from the corner outside the room. Dialing the Omnitrix, a green flash surprises everyone as Ben is replaced with Wildmutt. The Vulpimancer jumps behind Erza, growling at the empty space.

"Ben?" Erza questioned.

Coming out of the corner, Sho yelped out. His surprise is then replaced with confusion soon after as he looks back at Erza.

"Sister… w-what are you trying to do by telling them that false story?!" He barked. Wildmutt did not take this too kindly and stepped closer. Erza then blocked him with an arm, causing the beast to stand back.

"Sho… what do you mean?" She then asked, confused.

His fists shook with anger. "That story you just told them was all a lie!" He then proclaimed. He then pointed his finger at her.

"You destroyed all the ships that we were supposed to take! If it wasn't for Jellal who knew of it, we would've sunken to the ground. You ran… by yourself! You betrayed us because of your magical power!"

Wildmutt slammed a paw in front of Sho in response, growling a bit more. Gray and the others then stare down at the shaking blonde, causing him to flinch a bit.

"And it was Jellal who told you that?" Gray started.

"Do you really think Erza would do something like that, truly, the one person who you've truly known?" Lucy added.

Sho's mind scrambled with unclear thoughts. Were they telling the truth? Was Erza doing the right thing all along, was he just a pawn of Jellal… for a whole decade? Sho fell to his knees, tears beginning to fall as he glares back at the group.

"W-What do you know?! It was his words that kept us going… it was all for him… Jellal. If… if all that you just said was true, sister being in the right all along, I… I…!" He panted.

 **"Indeed, she's correct Sho."**

Sho gasps at the response as he looks up. Simon appears with a wave of darkness. Wildmutt goes in front of Erza, giving him a low growl of caution. Gray instantly recognizes him, and tries to go up to him, only to be blocked by Juvia.

"Please wait a moment Gray-sama." Juvia requested. "This man purposely attacked your ice clone. I believe that a user of dark magic like himself would know better. Please, you too as well Ben, please stand down."

Wildmutt looked over to her and snorted before sitting down. Simon turns to Juvia, complimenting her observation skills.

"As expected of a member of the Element Four." He complimented.

Sho looks at the larger man with shock, his eyes shaking and full of confusion.

"W-What, what's going on?" He asked, not understanding what the right thing was anymore.

"We were all deceived by Jellal. I knew that Erza was innocent, and pretended to be aligned with Jellal and the rest of the group. I needed to find the right moment to unveil the truth Sho." He confessed while placing his hand on his shoulder.

He then turned to Erza. "I never doubted you, Erza. Not since the day you left, all those years ago." He then said, extending his hand.

Erza smiles at the sight as a single tear falls. A heartwarming embrace of reunion is shared between the two. Tilting his head for a bit, Wildmutt taps the Omnitrix dial, flashing and returning back to Ben. He then looks down at Sho, who curls inwards.

"Why… why was I so blind… how come I wasn't able to believe in sis?!" He yelled, slamming a fist on the floor.

Erza and Simon release their hug. She walks over to Sho and crouches down next to him, petting his head.

"I suspect you find the truth difficult to accept Sho. But if I have one thing that I can say with confidence in myself:"

" _It's that I've never forgotten any of you for the entire time I left…_ " She comforted.

Sho sobs down as Erza comforts him with a hug.

"Big sis Erza…" He sobbed.

"I'm sorry that I wasn't able to do anything." She apologized.

Ben then steps next to Simon. The larger man glances down at him as they both cross their arms.

"But now… you can." They both said.

Simon then turns to the rest of the group.

"The time has come now, after all the waiting that's been happening here. With all these powerful mages here, we might be able to succeed." He stated.

"In what?" Lucy responded.

He then looks up. "…In confronting Jellal… and defeating him once and for all."

Ben then looks up as well. "So, what's the plan?" He asked.

He narrows his eyes as he continues to look up.

"First things first, we have to stop the confrontation between Wally and Salamander." He listed. Ben blinked as he readied the Omnitrix.

"Alright on it." He responded immediately. Erza then darts her eyes down as he presses down the core.

"Ben wait—"

The flash caused everyone to cover their eyes as Ben is replaced with Big Chill. The moth alien's appearance caused Lucy to flinch as the others gazed upon it. Unveiling its wings, Big Chill turns intangible, becoming a transparent blue phantom.

"I caught Natsu's scent while I was Wildmutt. Happy is located in Milliana's room right?" He asked quickly as he stared at the ceiling.

"Yes, but we should travel in groups and—" Simon started, but he was cut off as soon as he responded with "yes" to his question.

As Big Chill phases through the ceiling, Simon tries to grab him, only to realize that his hand passed through him completely. As his entire body disappears, Simon sighs as he rubs his head. He then turns to Erza.

"That little kid is something else isn't he?" He remarked.

Lucy and Gray chuckle a bit. "Yep, definitely. But I wouldn't worry about him though, he's pretty tough. After all, he beat Natsu twice, even if the second one was a fancy grab." He boasted.

"Yes, but enough about that, we should hurry." Simon pressed. "While he's occupied with Natsu and Wally, we will go and confront Jellal!"

He then runs out of the room, and is followed by everyone else. Erza looks down at Sho, who was still a little out of place.

"Sho, let's go." She said with a gentle voice, extending her hand.

He looks at her slowly, and gives her a tiny smile. "Y-Yeah."

* * *

 **-With Big Chill-**

The soaring Necrofriggian thought about Erza's old friend.

"That 'corruption' seems fishy to me. Perhaps I'll dwell later into that story after this is all over. Oh, here's my stop, and… what kind of noise is this? It's a bunch of…"

As Big Chill phases into Milliana's room, his immediate attention turns to a music player.

"…Cat meows?" He said with slight confusion.

Oblivious to his surroundings for a moment, Big Chill then blinks a few times as he looks around, only to see Wally and Milliana in front of him.

"Uh…"

Wally quickly steps back as he morphs his arm into his rifle.

"Not dandy! Who the hell are you?!" He shouted with surprise. Milliana flinches and then begins to hiss at him. "It's a big ugly moth!"

Big Chill dead pans, and then notices the other figure to his left. Turning his head over, he looks down, only to see a… person wearing a cat suit? A bunch of ropes restrained the figure as it stared at him with its dull figure eyes.

"Uhm… Natsu?" He asked slowly.

Squirming around to answer his question, the cat mask he was wearing starts to shed tears like a broken dispenser.

"BEN, HELP ME OUT OF THISSSSSSSSSS…" He begged while shaking his bottom.

Then, out of the corner of his eye, Wally notices a speeding object fly into the room. He wasn't sure what the hell hit him as he got slapped across the face, causing him to spit take as his glasses fall off. The rest of the group reacted with surprise as they looked over at the figure.

Panting a bit, Happy floats a few feet above the ground as he watches Wally fall to the ground. He then turns to Big Chill, and immediately his brave demeanor is replaced with fear.

"AHHHHH! It's a giant ugly moth!" He cried out.

The moth alien face palms as he taps the Omnitrix dial. The resulting flash caused everyone except for Natsu to cover their eyes as Big Chill reverts back to Ben. The twelve year old flicks some dust off his shoulder as he confronts the flying cat.

"Who're you calling ugly cat?!" He barked.

Happy realizes his mistake as Ben stares him down with his Erza enhanced glare. "Oh, uh… I mean ugly in a nice way!" He quickly spat out.

"How is ugly a compliment?!" He retorted.

"You mind helping me out you two?!" Natsu then barked, bringing back their attention.

"Yeah, we'll get by that… but what's with the cat suit?" Ben then asked.

The cat suit Natsu was wearing consisted of a large cat head that was green, with multiple stripes. The body was a large costume that was green with a white belly. It didn't help that the way Milliana's ropes tied Natsu gave otherwise uncomfortable ideas to the mind…

Ben then turns to Happy. "I'll distract blockhead and kitty girl over here while you untie Natsu."

The flying cat nodded as he hovered over Natsu, grabbing the rope and beginning the process of untangling the Dragon Slayer. Wally recovers from the attack as he puts his glasses back on.

"Y'all done a big mistake in interrupting my catch phrase!" He accused, aiming his rifle arm at Ben.

The boy rose an eyebrow in response. "Catchphrase? No idea what you're talking about buddy. But I will say my own instead!"

Pressing the dials together, Ben quickly spins the dial. He then looks at Wally.

"It's Hero Time!" He said smoothly as he slammed the core down.

In a flash, Ben was replaced with Rath. The tiger alien growls as he cracks his neck, glaring at the block man.

"Now lemme tell ya somethin' Wally Buchanan, Rath does not appreciate you targeting Rath's friends!" He pointed a finger.

Milliana's eyes flickered with joy as she latched onto Rath. The Appoplexian shudders at the sudden grasp as he begins to run around the room.

"It's a big kitty cat!" She squealed.

Rath growls as Wally watches the scene.

"Lemme tell ya somethin' Milliana, Rath is NOT A KITTY CAT!" He protested as he continued to run, now going on all fours.

"That's it Milliana, keep him busy while I—"

"No, don't bully the big kitty cat Wally!" She then said.

"But _Milliana,_ that's a tiger!" He tried to argue as he shot a round. Rath swiftly dodges the blast, taking another moment to point his finger at Wally with Milliana still on his back.

"LEMME TELL YA SOMETHIN' WALLY BUCHANAN, RATH IS NOT A TIGER OR A KITTY CAT! RATH IS AN APPOPLEXIAN!" He corrected, dodging another shot.

Happy sweat drops at the sight as he proceeds to the rope.

"Come on Happy hurry up!" Natsu pressed his friend.

"I'm trying I'm trying!" He replied, struggling with some knots.

Wally then notices the two. "NO, I won't let you!" He shouted, aiming at Happy.

Milliana jumps off Rath and holds down the gunman. Wally sighs as he tries to argue with her.

"That's not a cat Milliana! _Cats don't fly_!" He tried to reason with her.

With Wally distracted, Rath groans as he rubs his neck.

"UUARRGH… Rath is sickin' tired of being manhandled! Time for another plan!" He decided, slapping the Omnitrix dial. As Milliana pulls on Wally's scarf, the two look over at the familiar bright light.

"Now look what you made him do _Milliana_!" Wally pointed out.

"Nyah?!" She stuttered, an eerie feeling making her shiver.

As the light dissipated, Ben was Rath was replaced with a werewolf like alien. He had grey fur, a long black mane, and a bushy long tail with green eyes. Each hand and foot had three sharp claws. Howling, his mouth opened up, revealing it to be a Quadra-hinged muzzle that was green inside. He wore a grey suit with white accents and green stripes. The Omnitrix dial was located on his chest, with the Fairy Tail emblem located on his shoulder.

"Oooooooooooooooowhoo!" He howled. He then barked at Milliana.

"Now let's see how you do against a wolf, or better yet, **Blitzwolfer**!" He growled.

Darting behind Wally, the cat girl hisses at him.

"Shoot him Wally!" She ordered. Wally aims his rifle arm. "Gladly!"

Aiming his reticle on Blitzwolfer's body, he shot out a few rounds. The Loboan quickly darted around the room, dodging the continuous rounds.

"Hold still you mutt!" Wally complained. "Milliana, help me restrain him!"

Nodding, Milliana thrusts her arm out, causing a pink magic circle to flicker.

 _ **"Cat Tubes!"**_

A spiraling rope emerges from the circle. Recognizing it, he quickly backs up. Going on all fours, he opens up his muzzle, causing the two to flinch with disgust, only to receive a sonic howl as a result. The ropes are reflected back at the two mages, causing them to squabble in the mess.

"Oh no!" Wally cried out.

"Nyah, that's a bad wolf!" Milliana added.

Blitzwolfer turns his head back to Happy. "You finished yet Happy?!" He shouted.

"Done!" He quirked, unwrapping the last part. Natsu springs up, fists flaming. His appearance however made it unable to take him seriously.

Shaking off the stray rope, Wally gasps with comical shock.

"Milliana, why did you have to be so occupied with that tiger…?" He muttered.

"But the big kitty cat was…"

"But what?!" He retorted.

"OK, IT'S TIME TO D-D-D-D-D—"

"JUST FINISH IT ALREADY FLAME BREATH!" Blitzwolfer interrupted. "And no memes!" He added. Natsu and Happy didn't hear that last part though.

Lunging forward, Natsu wraps his arms in flames.

 ** _"Fire Dragon's Wing Attack!"_**

The wave of flames made contact with their receivers, knocking out Milliana. Wally fell down, muttering in pain about the ridiculous situation as Natsu laughs with a cocky expression.

"HA-HA, revenge complete! Three cheers for the big guy!" He yelled, raising his arms up.

Blitzwolfer then walks over to Natsu and flings the cat head off of Natsu, and uses his claws to rip apart the costume. The head flies off, landing on Wally's head and causing the flame mage to rudely laugh.

"HA, now it's blockhead's turn to—OW!"

Hammering his fist onto his head, Natsu face plants onto the ground. Sighing, Blitzwolfer taps the Omnitrix dial and reverts back.

"That's Natsu for ya…" Happy remarked with a small snicker.

* * *

 **-Back at Era-**

"Etherion?! Are you nuts Siegrain?!" Yajima called out.

The blue haired man turned to his fellow member.

"It's the only way, and it's the safest. We can eliminate the Tower in one blow. No need to send an army, and no collateral damage." He listed out.

"I concur." Ultear muttered, raising an arm.

The others gasped. Siegrain then looks around.

"That makes two of us. Since there are nine of us here, once we get five, we will activate Satellite Square!" He proclaimed.

The other Council members discussed with each other over the course of time. After some time passed, two more decided to raise their hand, albeit reluctantly.

"Just one more…" He stated.

* * *

 **-With Jellal-**

Sitting on his throne, the blue haired man knocked over some chess pieces with a dragon and circle piece. Jellal smirks at the sight as he raises his head.

"So Sho and Simon have betrayed me, Salamander and our unexpected guest have defeated Wally and Milliana, and we only need one more… _mfu fu fu_." He chuckled.

"Just how a game should we going as!"

"Jellal-sama, I believe it's time to collect Erza and proceed with the ritual." The other man proposed.

"Oh? You want a go at it then Vidaldus? Do you desire it? Then so be it." He accepted.

"Then it's finally our turn…" He muttered.

Jellal takes out three different chess pieces. One was that of a blue guitar, while another was of an owl. The last one was that of a girl in a kimono. The hooded man places them in front of the king piece, grinning at the alignment.

 **"Then it's time for you three to go…** _ **Trinity Raven**_ **!"**

* * *

And that ends the next part!

So, let's take a bit to answer some questions.

For the mission that Ben went on, it was merely for observation for Ultear. She wanted to collect data on Ben's alien forms, but since Ben was in a hurry, naturally he wanted to complete the mission as fast as he could. Of course Ben does have a limit to his strength given his age and lack of foremost fighting experience, but this is just a quick scan if you can say that. She still has priority for Grimoire Heart after all.

For _Sean Bruce,_ I haven't actually watched RWBY (Please don't scorch me). I've been wanting to for a while, and that Death Battle has me even more interested ever since I heard Yang's Character Song. Buuuuuut, I've been avoiding it because I was a lazy butt, so that's completely my fault!

And yes yes people, I've ALSO been thinking about a certain tin can alien with a living nuclear reactor inside, so heads up for that.

So, I'm done with my rattle. Thanks for reading everyone. Please rate/review if you want. I'm always looking for advice and corrections on my part. Thanks again for all the suggestions and reviews so far, we're over 30k views!

And now, with that all said, see you all in the next part!


	18. Tower Wars (Tower of Heaven 3)

Ho ho, welcome welcome! Are ya ready for another part of this story?!

So, welcome back. So, yeah, I've noticed that the story seems to be a bit straight towards the canon. But yes, Ultear WILL stay in the Council for a bit longer, but Etherion will have to still fire, because I really want to write the fight between Jellal and the crew.

So, anyhow, why don't we go on with this yea? Oh, I'll start watching RWBY soon, it seems like a good show. Though I've probably spoiled some of the stuff by watching Chibi RWBY…maybe, maybe not, but anyways!

Let's get to the story! As always, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support their official releases, and happy reading to you all!

* * *

 **Chapter 18:** _Tower Wars_

 **-At Era-**

Ultear was holding back a laugh. Watching the tension between her fellow Council members was humorous to say the least. She eyed Siegrain, wondering if the plan he had would eventually go to fruition and actually succeed. It was interesting to watch his expressions alongside those of the rest of the Council.

' _Mfuu…even though this is all going to be for naught, I AM still curious about one thing.'_

Taking out Ben's sheet, she relishes the past memories about him. Licking her lips in anticipation, she puts it away.

' _If we can utilize those forms… who else knows what other useful things he might have at his disposal?'_ She smiled deviously.

* * *

 **-At the Tower of Heaven-**

Simon and the others began to run up some stairs. Placing two fingers against his head, he tries to concentrate his magical energy, but to no avail.

"Tsk, my communication with Wally and Milliana's cut! Crap." He cursed.

"Telepathic Communication Magic." Juvia understood.

As they continued to run up, Erza turns around to see Sho slowly walking up. His face was still full of doubt and confusion. It pained Erza to see that look, so she patted his head.

"It's gonna be alright. Let's get going Sho." She said.

The pale faced blonde looked at his elderly sister figure, and gave her a smile, albeit a bit small.

"…Yeah." He murmured.

* * *

 **-With Natsu and Co.-**

Ben helped place Milliana on a couch, placing her head on top of a pillow. He then turns to Wally, who grunts in pain as he stands up.

"No…not yet. We can still go on Salaman—Guh…" He groaned, taking off the cat head and holding his torso in pain.

Ben ran over and helped him up. Natsu then looked at him while stretching his arms.

"It's over already. I got my revenge, and Happy and Erza are safe as well. So we have no reason to fight now." He explained.

"But we…we will go to paradise. Our freedom, the one that Jellal promised us, where we can be rulers…" He muttered.

Ben turned his face over to Wally's. "…Freedom, huh?" He wondered.

Their attention was then redirected to a voice that echoed through the entire tower…

 _ **"** ** _Well_ now, welcome everyone, to the Tower of Heaven!" **_Jellal spoke.

Running to the direction of the voice, Natsu and Happy go off and out of the room, only to find one of the strange statues that were located all around the tower. Its eyes glowed red as it projected Jellal's voice.

 _ **"** ** _I a_ m Jellal. My tower has all the necessary pieces gathered, so why don't we get started with the main attraction… The Heaven's Game!" **_He then called out.

" _Game…?"_ Everyone in the Tower questioned.

 _ **"** ** _It w_ ill go as aforementioned: I will be using Erza as the sacrifice to re-spawn Zeref in the ritual. If I succeed, then it's my win. However…if you can prevent that, then it's your win!" **_He began.

 _ **"** ** _But_ I won't be going at it just like that, oh no no…that'd be just too boring. So, as a bonus, I've gathered three different fighters. If you can't beat them, then you've no chance at reaching me at my point."**_

Jellal's face then appeared in front of everyone via lacrima screens.

 _ **"** ** _So, t_ o interpret this, it's basically a 3 vs. 9 Battle Royale! But oh, I have just ooonnnee more tiny thing to tell you all."**_

Next to his portrait screen, a massive magical formula appeared, with the Council's mark on a chess piece.

 _ **"** ** _Most_ likely, the Council will use a magic via the Satellite Square. It will be a magic that will be able to decimate this place in its entirety. What is the name of this horrifying piece of work? **_**Etherion** _ **!"**_

* * *

 **-With Simon and Co.-**

"WHAT?!" Simon yelled with disbelief. "Etherion?! Is he mad?"

"How did the Council get involved in this? Simon, we must stop before it's—"

Before Erza could finish that, Sho finally gives out, his eyes out of it as he reaches out to Erza, trapping her in a card. Everyone else turns around at the flash of his magic.

"Sho, what're you doing?!" Simon gasped.

"I'll…I'll beat Jellal myself!" He stuttered, running off with the trapped woman.

"No Sho, you can't beat him by yourself! Gah… Gray, you and the others find another way, I have to follow him!" He quickly ordered.

"Hey wait—tsk, he's already gone…" The ice mage tried to reach out. "Well, I guess we better get going. I'm going to follow those two alright? You two go find Natsu and Ben."

The two girls nodded and started to run off in the opposite direction. Gray looks at them for a bit, before turning around and chewing his lip.

"I got a bad feeling about this…" He muttered, running off to chase Simon and Sho.

* * *

 **-Back in Milliana's Room-**

Ben sits Wally down, and shortly joins up with the others as he walks out of Milliana's room and into the stone hallway.

"So, what're we going to do now?" He asked.

Natsu pumps his fists and releases a wave of flames, clearly excited about the situation.

"Isn't that obvious? If it's a game, then we cheat!" He shouted.

"Aye! That Jellal guy's probably at the top of the tower, so we're just going to go straight up and towards that point and swipe at that jerk's face!" Happy planned out.

Ben sweat dropped at the two. "Well, alright then…I'm going to stay down here for a bit. The other two are still kinda beat up, so I'll join up with you guys late…oh."

Jumping out of the window, Natsu and Happy ignore the Omnitrix wielder. Latching onto his back, Happy spreads his wings and begins to soar up in the air. While he does that, Natsu casts fire magic off his feet, giving his flight a bit more acceleration.

"LET'S GO HAPPYYYYYYY!" He screamed off into the distance. A small "Aye sir!" was heard afterwards as they left Ben's view, leaving him alone.

" _*Sigh*_ I swear those two…well, let's get back to Wally and Milliana." He decided, walking back to her room.

There, he sees Wally with a stern look on his face. Ben walks up to him, sitting down on a chair near him.

"What's wrong?" He asked.

"Is he nuts? If they fire Etherion, everyone will be…" He muttered, and then looked up. "All we ever wanted…was freedom, true freedom…"

Hearing his disheartened tone, Ben gave Wally a warm smile as he placed his hand on his shoulder.

"Only you can decide your own kind of freedom, but I think a place like Fairy Tail has the kind of freedom that you're looking for." He grinned.

Wally's eyes widened. Turning his face, he meets the gaze of the young man.

"Ben…" He muttered.

Standing up, he tips him off as he turns around. "Maybe after this is all over, you can come with us and join Fairy Tail. The freedom there is pretty interesting, I can guarantee that!" He winked.

As Ben walked out of the room, Wally let those words sink in for a moment, before smiling himself.

"Heh, never thought a kid's words would inspire me. Salamander, Ben, thank you..." He chuckled.

* * *

 **-With Natsu and Happy-**

Continuing their flight upwards, Natsu sniffs the air, and then stops, smelling something dangerous.

"What the…what is it?" He muttered. He then spots a shine in the background that started to get closer by the second. "Huh?!"

"Hoo hooo!" The figure hooted, attempting to ram into Natsu.

Quickly dodging to the side, the figure quickly turned around and started to chase Natsu. Flying off, he tried to shake it off.

"Why you…!" He grunted.

The figure then sped up, breaking through Happy's speed and appearing behind him. Turning around in surprise, the two got a good look at their adversary, a muscular man with the head of an owl that wore a jetpack.

"What the—GOW!" He cried out, getting punched in the face by the owl man.

"Hoo hoooo!" He hooted, following the two as they began to descend back into the Tower.

Entering a dark room, Natsu and Happy crash into a metal bird cage, creating a large impact that dented it. Along with the echoing sound that was made, it caused some other cages to shake as the owl man flew in, landing on top of another cage.

Simon enters the room, panting slightly as well as gasping a little. He then spots Natsu, who was groaning as he stood up.

"Salamander!" He called out.

The Dragon Slayer turns around. "Eh? Who are you?" He replied. Happy then turns to him. "That's one of Wally's friends!" He answered.

"Then he's an enemy?" Natsu asked.

"No! I was only pretending to be an ally of Jellal!" Simon corrected.

Both the fire mage and cat looked at him with suspicion, but the group of three were redirected to the hooting of their enemy.

"Hoo hoooot! Salamander, I won't allow you to dare defy the ruuules! That's a clear violation!" He hooted.

"A freakin' bird?!" Happy croaked.

"No, it's a man!"

"No, it's a bird!"

"Incorrect you two! I am a person who delivers judgement in the name of justice. I am…Fukuro, the Warrior of Justice hoooooo!" He greeted.

Both of the dumb duo sweat dropped. "A bird guy talking about justice?! You have got to be kidding me…" Natsu groaned.

Simon clicked his tongue in worry. "This is bad, he's part of the Assassin's Guild Death's Head Caucus! Gurr…!"

Simon swipes his fingers, activating a magic circle.

 _ **"** ** _Da_ rk Moment!"**_

As it flickers, the magic circle casts its spell, covering the entire room in darkness. Natsu and Happy squirm around, panicking at their lack of sight.

"AHH, I CAN'T SEE!" Natsu shrieked.

Jumping towards them, Simon then tries to grab the two. "Now ours chance! We have to run, we don't stand a chance in—"

" _Found ya…!"_ Fukuro interrupted.

 _ **"** ** _J_ ustice Ho Ho Hou!"**_

The owl man rushes forward, punching Simon in the gut with a magic enhanced fist. The resulting blow launched him away as the large man gasps, colliding into the wall and landing on a bird cage.

The Dark Moment dissipates with Fukuro hovering proudly in the air.

"I am a Warrior of Justice, so I am able to see in the darkness!" He boasted.

"Can't he see because he has nocturnal vision…?" Happy pointed out. Natsu nodded. "Wait, Assassin's Guild?" He then asked.

"Guh… It's one of the Dark Guilds…They don't involve themselves in any request besides assassinations, and there's a notorious group called the Trinity Raven. This guy along with the other two were responsible for the murder of every officer in the Western Army in the Cabria War…" He quickly explained.

" _Which means…"_ Happy and Natsu gasped.

"That this guy's a pro, a professional assassin! Don't fight him you two!" He ordered.

Fukuro soars up to Natsu, pointing a finger at him and Happy.

"Salamander! Your acts of malice have reached our ears. Your punishment will be severe for the sake of justice!" He proclaimed.

With a vein of anger appearing on his face, Natsu glares back at Fukuro.

" _Grrr…_ Guilds are a place for hopes and dreams…NOT FOR EVIL ACTS LIKE MURDER! It pisses me off that there's people that actually take those pieces of crap they call jobs, you're going DOWN!" He promised, lighting his fists…

* * *

 **-With Ben-**

Walking out of Milliana's room, the Omnitrix wielder contemplated on his next move.

"Hmm, should I follow Natsu? …Nah, I'm pretty sure he can handle himself. Guess I should find the others then." He decided.

Pressing the Omnitrix dials, Ben begins to turn the faceplate, showing the holograms of many aliens as he passes through the selection. He didn't know where the others were at this point, so he decided that he had to choose something that could search through the Tower quickly.

"Well, if I'm gonna search through the entire place, I might as well go Big Chill again…don't fail me now Omnitrix!" He hoped, selecting Big Chill's hologram.

Pushing the core down, Ben was replaced with Armodrillo instead. The drill alien sighed as he looked at his arms.

"…Really Omnitrix? You give me the one guy that does the opposite of phasing!" He retorted. "Well, might as well get started. Now then, where to dig…"

Walking around, Armodrillo tried to seek out spots that looked good enough to dig through. Rubbing his head, he shrugged, and decided to roll with it. Diving down into the ground, he began to dig in a random direction.

"Hopefully I'll reach an actual place…" He muttered.

Most of the Tower's structure seemed to be full of earthly minerals, though Armodrillo felt a bit disturbed when he saw the creepy eyes that were on the statues, as they appeared all around the tower, even within the layers that nobody dwelled in. Continuing to drill for a bit while longer, he starts to hear running water.

"Huh, running water? …Please tell me that's the person I think it is…" The yellow alien predicted.

Feeling the sound getting closer by the second, Armodrillo finally breaks into a large room, albeit…the ceiling of it. The room was made of brick walls that circled around in a spherical shape. The ground was made of brown stone, and there were 5 large holes imbedded into the walls.

As he fell, he saw the floor covered with water, along with 3 individuals. It was Lucy, Juvia, and another person, revealed to be Vidaldus, although his appearance was that of a heavy metal guitarist.

"AHHHHHHHHHH!" He yelped, falling down out of the ceiling.

" _What the_ heeeelll~~~?!" Vidaldus sung, backing up.

Landing in front of Lucy and Juvia, he created a moderately sized crater and a large splash. Groaning, he sits up.

"Well, that could've been more glamorous…" He remarked, rubbing his temple. He then turns around. "So, what'd I miss?"

Lucy blinked a few times, observing his appearance.

"That looks more mechanical than organic, don't you think?" She asked Juvia.

"Indeed." She simply replied.

His ears drooped as he rose an eyebrow. "Well, good to see you two again. Anyway, who's this chump?" He then asked, pointing his thumb over.

"A member of Trinity Raven I am! Vidaldus Taka is the name oh yeeaaaaa!" He greeted.

Standing up, Armodrillo squints his eyes at him, remarking his funny appearance.

"Wow, even Grandpa doesn't dress like that." He mocked, pressing the Omnitrix dial and reverting back to Ben.

"Watch out Ben, he's able to absorb my water attacks." Juvia warned.

"Exxxxactly! But enough about that, hell no! Now let's see here, which one of you lovely ladies will be this man's _Succubus_?" He chuckled, pointing his finger at the two woman.

 _ **"** ** _N_ ow-which-one-of-you-two-will-be-my-devil-in-my-heeeeelllll…. You, rain woman!" **_He stopped, pointing at Juvia.

"What're going to—"

 _ **"** ** _R_ OCK OF… SUCCUBUS!"**_

Interrupting the brown haired boy, Vidaldus' guitar glows. The turbine on his guitar activates, plowing out a purple magical powder that then strings out like a web. All Juvia and the rest could do was flinch as the blue haired mage is surrounded by the spell, screeching in pain.

 **"No…NO!"** Juvia screamed.

Ben and Lucy try to reach out to her, only to be blocked off by a raging wind barrier that surrounds her as Juvia's body starts to glow.

"JUVIA!" Ben yelled while covering his eyes.

As the flash dissipates, Ben and Lucy put down their arms, only to see a completely changed Juvia. Her curled hair ran down loosely, and she wore a more rock oriented outfit, and her facial expression turned rougher, with her skin color paling out a little.

"Now then, let's show you one of HELL of a time!" Juvia announced.

Backing up a few steps, Ben looks at his friend as her hand morphs into a water whip.

"Juvia, snap out of it!" He tried to call out, only to get a whip lash in return. "Is this what you want?! Don't you want to join Fairy Tail?!"

Jumping back, Ben grunts in remembrance.

"Aw man, this is just like when Ghostfreak possessed everyone…" He said, describing the remorse of the memory. "Just only now instead of a weird creepy ghost, it's a hardcore metal guitarist…"

Lucy stands up, clearly shocked by Juvia's appearance.

"What did you do to her?!" She demand him to tell.

Vidaldus strings his guitar while sticking his tongue out. "Any woman who hears my _Rock of Succubus_ will fall under my control, becoming my slave!" He explained.

"And now that I've gotten one of you pretty girls, how about a good ol' catfight, girl and girl, clothes ripping and goodies dropping~?" He suggested with a nasty tone.

Covering herself, Lucy becomes slightly flustered, and a bit disgusted at the comment as well. She then turns to Ben, hoping to see if the two of them could plan out an idea to free Juvia.

"Ben, do you have any forms to counter Juvia's magic?" She asked in a hurry, going into her pocket.

"Yeah, give me a sec while I—WOAH!" He yelped, the two getting swiped by a tidal wave from Juvia.

"Ooomph…geez, I hate how much force water has and…Lucy, what in the name of…woah." He said.

As Lucy got up, she immediately felt a sensation of relief in her chest area. Her eyes widened at the sudden realization that her dress was…torn.

 _*Woooowww!*_ (The cliché sound effect. How do you implement this?)

"WAHH!" She yelled, doing a spit take. Covering herself, Ben looks away with a slightly red face. Lucy doesn't blame the young man for his actions, but takes it out on Juvia and Vidaldus.

"Oi, don't let a kid see this!" She barked with embarrassment as she tied the bandana on her head around her assets. "Come on Juvia, snap out of—GEH!"

Juvia interrupted her again, blasting another wave of water and filling up the side of the room. Lucy and Ben struggled to breathe as the Omnitrix wielder began to ready said device. Vidaldus cackled with joy as he watched over the fight.

"Now Juvia, my darling…take her out like she was a rival lover! Yeeeeeahh!" He commanded.

Juvia's eyes flickered at the words. "LOVER?! LOVE RIVAL…!" She uttered with murderous intent, swirling the torrent of water faster.

" _*Gurgle Gurgle* Can't…breathe…what can we do to stop her, she's completely under his control. What can we…"_

 _ **"** ** _L_ ucy-san… Ben-kun."**_

The two's eyes opened up with surprise as they looked at each other.

' _Juvia?'_ Ben thought.

 _ **"** ** _J_ uvia…Juvia does not want to do this… Juvia does not want to harm her friends." **_She began to call out.

' _The voice of her heart?'_ Lucy realized.

 _ **" _J_ uvia loves Fairy Tail, and you are my friend Lucy-san, even if you are my love rival…"**_

' _I'm not though!'_ She retorted in her mind.

 _ **"…** ** _B_ ut Juvia believes Fairy Tail is a warm place. It's friendly and fun, and Juvia has never had such fun in a guild before. And now…Juvia is ruining it. Juvia doesn't deserve to be in such a place, she only brings sadness and…"**_

"NO!"

Lucy turns to Ben, surprised at his speaking in the heavy liquid.

"If you can cry tears like that, you can—"

"Finish them off darling!" Vidaldus ushered.

Flinging them out of her grasp, Ben and Lucy land with a thud, coughing out water as they struggle to get up. Juvia looks upon them as her hand morphs into a water pike.

"This is the end!" She said with a harsh voice.

"No…it isn't Juvia." Ben answered. "If you can cry those warm tears for your friends, you'll never be thrown out from a place like Fairy Tail!" He then yelled.

Juvia's eyes widened for a moment as tears start to roll down her face. Vidaldus curses at the little talk, and strings his guitar.

"Come Juvia my darling, it's time to finish the hunt!" He ordered.

Ben then turns to Lucy. "Lucy, I have a plan. Do you have a water spirit?" He quickly asked.

"Yeah, are you thinking of what I'm thinking?" She then smirked. The boy nodded, and readied the Omnitrix again.

"Okay creepo, time to update the situation…no, update nothing! How about an _Upgrade_?!" He grinned, slamming the core down.

The resulting flash replaced Ben with Upgrade, only now his white clothing was replaced with a dark green and grey color scheme, and the Fairy Tail emblem was located on his shoulder, now glowing like a bright LCD device.

"Lucy, distract Juvia for a moment, let's go!" Upgrade began, speaking with his robotic voice.

"On it, come on Juvia!" Lucy taunted, hiding a key in her hand.

While she lured in Juvia, Upgrade had his sight set on Vidaldus, or rather, what he was using. Turning to a liquid state, he began to skim across the floor, glaring at the guitar mage.

"I don't think your such a good musician, why I believe you should try classical!" He insulted. Vidaldus stared at the Galvanic Mechamorph with confusion, before snorting.

"You dare! I'll show you what happens when you rock with the wrong player kid!" He replied, headbanging his hair like a whip.

The techno-organic alien dodged the whip lashes by zipping around, bringing himself ever closer to the mage. As he approached him within a few feet, Upgrade reformed into his humanoid form and lunged at Vidaldus, causing him to step back a few times in surprise as he shut his eyes.

To his surprise however, Vidaldus did not feel anything on him, but once he opened his eyes though, they popped out with shock at the sight. Upgrade merged with the guitar, causing the black and green color scheme to appear as it grew feet and popped off him.

"What in the name of…wait, no!" He shouted with worry, beginning to sweat immensely.

"Time to cool you off. How about some fun gas?" Upgrade suggested, ripping the turbines and blasting Vidaldus' face with exhaust. As he coughed and backed away, Upgrade's head popped out and looked at the girls.

 _ **"** ** _W_ ater Jigsaw!"**_

Juvia surrounded her body in a torrent of water, causing her appearance to resemble a water tornado as she charged at Lucy. The blonde girl sweated a little as she grinned, thrusting her key out.

"Please work… HAA!" She yelled, striking Juvia as she came closer.

Both Juvia and Vidaldus, who recovered from the attack, gasped at the stopping of the water mage's attack. Juvia's personality and appearance returned to normal after Upgrade possessed the guitar, but it didn't mean her attack was canceled. While her hand was inside Juvia's water, Lucy grunted in pain for a moment, before enchanting a summon.

 _ **"** ** _Op_ en, the Gate of the Water Bearer: Aquarius!"**_

A giant blue magic circle flickered with the familiar doorbell sound. A moment later, a blue haired mermaid appeared in a bright flash. She had a royal blue fish tail, and carried an urn with water spewing out.

Lucy grinned at the sight. "I don't think I've mentioned this, but Aquarius is the strongest spirit! _(At least in my opinion!)_ " She boasted.

Juvia turned her face with surprise. "A spirit was summoned inside Juvia…?" She couldn't believe the sighting.

Upgrade whistled at the sight, before shuddering at the next action.

"As long as there's water, I can summon Aquarius any—"

"UURRRAGH! SHUT IT YOU DAMN BRAT!" Aquarius barked, spewing a tsunami amount of water into the room.

Everyone in the room did a spit take as water flooded the room. As Juvia and Lucy rose to the top, they struggled to reach each other. Upgrade floated to the surface, looking back at Vidaldus who was absorbing the water.

"We need something to end this once and for all!" Upgrade suggested.

Lucy and Juvia nodded at him, grasping each other's hand.

"Juvia!" Lucy called out.

"Yes!"

Clenching their hold, they began to fuse their magic power together, creating a massive whirlpool. Upgrade hurrahed for a moment, before getting swept by the waves.

"This feeling… a Unison Raid?" Upgrade recalled.

Vidaldus began to panic. "What?! What's with all this sudden water, it's too much!"

Pouring the last of their magic resources together, the spell slammed Vidaldus into the ceiling, finally knocking him out as his hair fell off. The water levels began to dissipate, until only puddles remaining. Cracks all around the room appeared due to the water pressure.

Lucy and Juvia giggled as they held hands. Upgrade walks over to them, only to be interrupted by Aquarius, who was clearly pissed off.

"Oi, you little crapper! Don't summon me in a weird-ass place again! I swear, you're probably gonna summon me in a toilet the next time huh?!" She roared. She then eyed Upgrade. "And who's this brat?"

Upgrade exited the guitar and pressed the Omnitrix dial, reverting back to Ben while still holding it.

"Name's Ben. I-I recently joined Fairy Tail ma'am. "He stuttered, hoping not to anger her any more.

Aquarius gave him a close look for a moment, before huffing.

"Humph. Anyways, I'm going to be on a date with my boyfriend for two weeks, so don't you dare try to summon me huh?!" Aquarius warned.

"YES, I'M SORRY!" Lucy responded with fear.

"Also, get a boyfriend already." She added, vanishing.

"Gaaaah, lay off will ya?!" She retorted.

"That's a Celestial Spirit for ya…"Juvia remarked.

"Aye." Ben replied with a slight chuckle.

Lucy then sighs with relief, laying down on the floor.

"Whew…we actually managed to defeat one of them!" She cheered.

"No, you and Ben did." Juvia tried to correct. Ben then tugs her arm.

"Nope, it was you as well. You gained a valuable bond between us three, and that's what makes it count, so you're part of the win too." He grinned.

Juvia looks at the two with surprise, and she starts to cry again as she falls to her knees.

"…Rain is falling down Juvia's cheeks…" She cried out.

Patting her shoulder, Ben chuckled. "Well, that's one way to compare it. But now that this is over, I believe I'm needed somewhere else."

Juvia and Lucy then looked at him. "Where to?" Lucy asked.

"I'm going to go after Erza. Something tells me that something bad is going to unfold. It's just sort of a gut feeling, but it's usually right." He explained.

Lucy then smiled. "Then go. We're alright here." She said with a calm voice.

Nodding to them, Ben activates the Omnitrix again. Turning the dial several times, the two girls watch as a familiar flash replaces him with Stinkfly. Gazing at his appearance for a bit, their faces turn sour as they pinch their noses. Stinkfly laughs a bit as he rubs his head.

"Yeah, sorry about the smell. Well, I'm off." He declared, flying up into the ceiling hole that Armodrillo made.

* * *

 **-With Jellal-**

The hooded man stood from his seat, a slight smile on his face as the guitar chess piece breaks down.

"Interesting… A magic that even the most trained wizards are unable to accomplish. Unison Raid…that just goes to tell how powerful they must be to be Erza's friends, as young as they are." He complimented.

He then looked at the circle piece, now revealed to be the Omnitrix's hourglass symbol.

"But it is amazing to see these forms, truly. Hopefully he doesn't cause too much trouble towards the plan. I guess we'll see what happens in the near future." He snickered.

* * *

 **-At Era-**

Siegrain was putting on an expression of anger. The rulings were unsuccessful in his favor, with the votes still be 4 to 5. Grunting, he decided to play his trump card. Ultear watched him and snickered.

"We must activate Etherion! …I didn't want to reveal this information, but I guess I have no choice."

"What do you mean?" Yajima asked.

"Speak Sieg!"

"The person he's trying to resurrect is Zeref, the accursed black mage!" He confessed with rage in his voice.

Everyone gasped. They could not believe the information that he just released. But if it was true, it could bring disaster to the entire kingdom, no continent in that matter.

"I-If what he says is true, then…"

The council members began to discuss the situation with the newly obtained information. After a while, four more hands raised in favor in activating Satellite Square. Siegrain looked around, a smile now on his face.

"It is now eight approvals, and one disapproval… The Council will now therefore allow permission to use Etherion against the Tower of Heaven!" An elderly member announced.

Yajima glared at Siegrain, his eyes narrowing down as if wondering what the blue haired man was planning.

A while later, preparation for Etherion had commenced. Siegrain and Ultear returned to his office, where he sat down with a victorious smile on his face. A knocking on his door broke the silence…

"Enter." He said.

Yajima entered the room, and stood in front of Siegrain for a moment, before walking over to the window. The sunset shine into the room as Yajima held his back towards the two.

"Siegrain, you're sure about this? You will have to take responsibility you know." He warned.

"Of course. Each and every one of those people will—"

"AND WHEN I MEAN THAT, I MEAN THOSE LIVES THAT ETHERION WILL BE TAKING WITH IT! I MEAN, WILL YOU BEAR THE WEIGHT OF KILLING YOUR OWN TWIN BROTHER?!" Yajima snapped.

Siegrain stood up and turned to the older man, closing his eyes and crossing his arms across his chest.

"…Yes, I will bear Jellal's life against my own. I must." He coldly declared.

Ultear looked at Siegrain, and then at her crystal orb. Smiling, she walked out of the room, leaving the tense atmosphere of the room.

" _Mfuu fuu…_ Now then, all the cards are set. What will you do now Ben?" Ultear wondered with anticipation.

* * *

 **-With Gray-**

Gray ran through the way that Simon and Sho initially ran through. He had a stern expression on his face as he remembered some of his earlier memories in Fairy Tail.

Flashbacks of when he first met Erza rose back to the surface of his mind. He remembered how lonely she used to be, how she used to cry alone. The tears that he saw, he swore that he wouldn't let anything cause them to appear ever again.

' _Erza…!'_ He grunted.

An explosion then caught his attention. Turning to the entrance of a room, Gray looked down, only to see a bunch of cages.

"An explosion…Natsu?!" He predicted, jumping down.

The ice mage fell a few stories down, and landed on the same cage Simon was with a slight thud. Landing behind him, he grunted as he made his landing. The shadow mage turned around, his expression turning to surprise.

"Gray!" He called out.

Gray then looked forward, only to see the most bizarre thing he had ever seen. Fukuro was stuffing Natsu inside his mouth, literally trying to eat and digest him.

"The hell's going on here?! Why aren't you with Erza and Sho?" Gray demanded for answers.

Simon pointed to Fukuro. "We were interrupted by him. He's a member of Trinity Raven, a group belonging to the Assassin's Guild Death's Head Caucus!" He quickly explained.

Gray rubbed his temple in irritation. "Just great…" He then notices Fukuro's look as Happy tries to ram into him. "Wait Happy, don't—"

 _ **"** ** _Fire H_ o Ho Hou!" **_

Fukuro struck out his fist, causing an orange magic circle to flicker. Out of it, a blast of flames shot out, colliding and slamming into Happy, giving a direct hit that shot the flying cat down.

"HAPPY!" Gray yelled out. He then jumped towards the fallen cat as Fukuro tried for another blast.

Grabbing Happy, the resulting explosion from Fukuro's magic launched him up. The ice mage grabbed the chains that held the once remaining bird cage. He received some scratches from the blow, but shrugged them off as he jumped down onto another cage top. Placing Happy down, he looks up towards the owl man.

"Tsk, what a flame…" He remarked.

"He's absorbed Salamander's magic and turned it against us." Simon deciphered.

Gray then glares at the owl man, who now had a tuff of pink hair on his head, representing his started digestion of Natsu.

"Hoo hoooo! Another 10 minutes, and I'll have digested Salamander completely! After that happens, all his magic will belong to me!" He claimed.

Gray places his hands in his signature stance.

"As if bird man, take this!"

 _ **"** ** _Ic_ e Make: Lances!"**_

Shooting out ice lances from his magic circle, they began to travel towards the owl man. Fukuro's eyes flickered as he did a familiar breathe intake.

 _ **"** ** _Fi_ re Dragon's Roar Hooo!"**_

Using Natsu's Dragon Slayer Magic, he roars out a torrent of flames, melting the lances and spraying Gray with flames!"

"GUUUURRRGGGHHH!" He groaned as the flames started to roast him.

"Hoo hoooo! You of all people should know how hot Salamander's flames should be!" He mocked.

As he was in the middle of the flames, Gray started to dwell in his memories once more. A memory of him becoming friends with Erza surfaced. Meeting her alongside a river, he discovered that Erza was…crying.

* * *

 **-Flashback-**

"Hey…why…why are you always by yourself Erza?" Young Gray asked.

Young Erza turned to the riverside, staring at the sunset's reflection. She then turned back to the young ice mage.

"…I like being alone. I…can't feel like myself when I'm around others, it makes me uneasy." She took a moment to say that.

Gray then hesitated to say his next words, but decided to go out and say it.

" _Then…why are you crying all alone for!"_ He finally yelled out.

Erza's eye widened at the words. Her neutral expression stayed for a moment as Gray walked towards her. Standing in front of the river side, he sat down cross legged. The scarlet haired girl then smiled at him, realizing what he was trying to do.

"So, no challenge today?" She teased.

"I-It's my choice, dummy!" He replied.

Erza accepted the answer with a giggle. She and Gray then looked towards the sunset together as the scene fades…

* * *

 **-Back to the Present-**

Gray's eyes shot open. Concentrating his magical power, he gives off a great roar, and slams his fists together. A bright blue magic circle flickers, freezing the flames.

Fukuro's eyes popped out in shock while Simon gasps at the feat. Gray wastes no time, and lunges out towards the owl man. Fukuro recovers from his shocked state, and accepts the challenge.

"Punch hoo!" He yelled, meeting Gray with a flame punch. The ice mage retaliates with an ice punch, but is launched back.

Gray quickly recovers from the collision as prepares another spell. Creating sharp blades of ice on his arms, Gray quickly launches himself towards Fukuro, who hadn't recovered from the last encounter, and was unable to react.

 _ **"** ** _I_ ce Make: Seven Slice Dance!"**_

Gray brought his right arm up, and spun his body around, causing the blade to swing at Fukuro's chest and deliver a clean slice. As the owl main hoots in pain, Gray spins around more, landing four more ice slices.

"It's over!" He declared. Crossing his arms, he delivers a final dual strike, shattering his ice blades against Fukuro's body.

"Hoo hoooo…!" He hooted in defeat. As he got launched backwards, he spat out Natsu and crashed into one of the bird cages. The sudden collision broke the chains, sending the cage soaring down to the dark floor, wherever it ended.

Happy catches Natsu, helping him onto one of the bird cages as Gray lands. Standing up, he breathes out.

"She can't ever cry again. Tears of sadness aren't welcomed when you're in Fairy Tail!" Gray yelled, but finally succumbing to his overuse of magic.

"Gray!" Simon and Happy yelled with worry.

"Urgh…we have to get to Erza." He muttered before falling down.

Simon then sighs a little, giving off a smile afterwards.

' _What a guild that you've come to Erza. His feelings towards his friends must've pushed his magic to the limits just now. Heh… what a wonderful thing to see.'_ He mused.

* * *

 **-With Stinkfly-**

The Lepidopterran flew to the initial place he was at first. Flying out of the window, he began his trip upwards.

"Hmm, by the looks of it, Natsu and probably some of the others fought around here." He assumed, judging by all the holes in the Tower.

Continuing to fly upwards, Stinkfly spots a single opening. Entering the pathway, he lands in another stone hallway. Looking around, he presses the Omnitrix dial, changing into XLR8.

"I must be close to the top of the tower…" He guessed. Speeding off, he then sees a single sakura petal on the ground.

Looking down on it, he picks it up. He then looks forward, assuming that it probably came from a room ahead.

"Please don't let there be any conflict by the time I get there…" He begged, speeding off again.

As XLR8 zoomed across the stone floor, he once again jinxed himself. As he arrived towards the wooden floor, he begins to see the rain of petals, which made him feel uncomfortable rather than calm. Zooming forward, he came to a stop as soon as he witnessed the tense conflict that was occurring. The Kineceleran sees Sho hanging off one of the sides, and dashes towards him.

"Sho!" He called out.

As the blonde man grunted, he turns his head over to the direction of the sound. Blinking in confusion for a moment, he recognizes the Omnitrix dial on XLR8's as he helps him up onto his feet.

"Ben?" He asked, before keeling down onto his knees.

"Whoa there, you alright?" He then asked. Sho sighed as he sat down. "Yeah, I'll live. It's just that the swordswoman sis is fighting cut my tendons, though not with an actual cut…and that probably sounds weird." He admitted.

Ignoring that last part, Ben sits him down against one of the red gates, and zooms forward. His motion is interrupted by the groaning of a familiar scarlet haired woman, who was down on one knee and panting heavily. XLR8's eyes widened as he rushed over.

"Erza!" He yelled, appearing right next to her. The sword mage gasped for a moment, before panting a little.

"Ben?! No, get back, this is my fight!" She then barked, swatting his arm away.

XLR8 blinked, and then looked over to her opponent. It was a pink haired woman who wore a rather revealing white yukata. Holding a katana with a red handguard and a red scabbard with bells, sakura petal flowed along her hair as she walked forward.

"Oya… an unexpected guess has arrived. What will you do now Erza-han, continue in our duel, or fight alongside your lizard friend here? It doesn't matter to me~." She teased.

"Grrr…I will defeat you Ikaruga, and by myself!" She growled. XLR8 glanced at the scarlet haired woman.

"So, how's the battle been going so far then?" He dared ask.

Ikaruga stepped forward. "I have defeated all of her armors so far. Her Heart Kruez, Heavens Wheel, Flame Empress, and Purgatory sets have fallen to my blade, the Myugetsu-Ryu." She explained.

The Kineceleran then looked at Erza. "That true?"

Erza averted her gaze for a moment. "…Yes." She admitted. She then stood up.

"Perhaps… it's time that I've admitted my faults…" She muttered.

Sho and XLR8 then stared at her, wondering at she meant.

"My strength… is not real strength. I've always had to be protected by others. Countless people died, and I wasn't able to save them. This armor, all of my armors, were just to shield my weak and crying heart." She confessed.

Her body then flashed again. But instead of another armor, it was a garment instead. It consisted of a white sarashi on her chest, along with a red hakama with golden flame patterns. Her hair was made in a pony tail as the flash dissipated.

"I was afraid of being weak again, and refused to take it off. It showed the weakness in my heart. But not anymore… not anymore!" She then yelled.

A red magic circle flickered. Erza stuck her hand inside of it, and took out a single golden hilted katana. Ikaruga then takes a stance.

"Even if you are not wearing armor, I will not hold back." She warned.

"Fairy Tail has let me know that I do not need such a thing to protect my heart. A set of armor blocks out your heart, making it unable to interact with others, and that was my mistake. Now that those shackles are broken…"

She then takes a stance, her eyes dead on her target.

"My heart will no longer be strayed away. I will fight with all I have!" She proudly announced.

XLR8 smiles at this while Sho lets out a few tears, as if watching one's true form being freed from the shackles of the past.

"Sister…" He cried out.

XLR8 then rolled over to Erza, patting her shoulder. She glances over to her reptilian friend.

"Ben?" She wondered what he wanted.

"That's good and all, but I want to help you because _I_ want to. I hope you don't mind?" He asked. Erza smiled in response, causing XLR8 to grin. "Alright then, give me a moment to—"

Tapping the Omnitrix dial, he replaced himself with Upgrade again. Everyone eyed the form's appearance, but were surprised when he merged himself into the sword.

"Give you an Upgrade!" He punned his own name once more.

Erza held the katana up as it began to morph and become more technologically advanced. The blade turned jet black, and had a green line of light on the edge side. The guard resembled that of a Gothic Sallet helmet, with a small lever attached to it. The handle gained a criss cross pattern of black cloth. On the pommel, the signature Omnitrix hourglass appeared and glowed a brilliant green.

"Oh my." Erza said with befuddled tone. She had never seen such a sharp sword before. Skimming her fingers across the blade, it was slick and sharp, and looked like it could cut through pretty much anything.

Her fiddling with the blade came to a halt as Upgrade's head popped out of the guard, slightly startling Erza.

"Press and hold down the lever that's next to the handle. It'll let you surge your magic power through, allowing your next strike to be extremely deadly. I don't know why this particular Upgrade allowed it though, maybe because it came from your magic pocket dimension... Eh, just kick her butt though!" He quickly explained.

Titania glanced at said lever. It was small enough to allow her to give the katana a full grip still. Eyeing Ikaruga, she smiles as the two each take a stance. Erza presses the lever, causing the green edge to glow.

As the two stood still, Sho watched as more and more sakura petals flew across the room, adding more and more tension to the scene. A moment later, both of the swordswomen charge forward. As they approached each other, Erza takes a sharp swing at the pink haired woman, who in response swiped her sword from her scabbard.

As they passed each other and stopped, both of them stood up as they lowered their swords. A large gust of wind cuts the surrounding area, ripping through the water at the bottom, and tearing the wood floor apart. Erza then went down on one knee while Ikaruga sheathes her blade and chuckles.

"…And thus, our match ends." She stated. She then fell down as her scabbard and blade crack and break.

"Truly…impressive…" She murmured.

Sho gasps at Erza's victory and stands up, now having recovered somewhat.

"You really are amazing sister!" He cheered.

Erza then exhaled and stood up. She then looks at her katana for a moment, before turning back to Sho.

"Are you unharmed Sho?" She asked. Sho nodded in return as he walked up. "I'll manage."

Ikaruga then chuckles weakly as she looks towards the ceiling.

"Although you have won, neither you nor Jellal will be victorious." She stated.

The three looked over to her. "In 15 minutes, a rain of death will come…" She then said, finally succumbing to her wounds and fainting.

Erza's eyes then widened. "Is it Etherion?" She narrowed her eyes. She then turns to Sho.

"Sho. Gather your allies and my friends from Fairy Tail. Take them away from this place, as far as you can!" She ordered.

Sho then looks at her. "But what about you sister?" He hesitated to ask.

Swiping the Upgraded blade, she looks forward to the next room.

"I have score to settle. Go without me!" She then said, running off.

The blonde mage sweats a little as he sees her elder sister like figure run off. He then holds two fingers to his head and closes his eyes.

 **"Good luck, sister…"** He said. He then opens his eyes and looks back, as though he's forgotten something. A moment later, a light bulb turns on in his mind, before cracking.

"Wait a minute… Ben's still in that sword!" He stated with comedic remembrance. He then ruffled his hair. "Augh forget it! Have to contact Simon and the others…"

Continuing his previous action, he telepathically connects to his friends.

" _Simon! Erza has defeated the leader of Trinity Raven over here by my side!"_ He alerted.

" _We've got a member over here too. Seems like the Stellar Mage and the Element Four water woman did the job."_ Wally added.

Simon nodded. _"Good. We've defeated the other member over here as well."_

" _Now then… all that's left is…"_ He then said. Everyone then looked up.

 **"Jellal…"**

* * *

Heya everyone, how'd you like this chapter! I hope you had a hootiful moment. Was your mood upgraded by this part?

…Alright, I'll stop with the terrible puns. Hoo hooo…

Anyways. Let's answer a few more questions.

Yep, I'll be including another Ben and Wendy meet up after this Arc ends, so that's a heads up. And yeah _Sean Bruce,_ having Ben meet up with Hisui is a good idea, but wait, how old is she again actually? I actually don't know. ( = ヮ = )

And yeah, I forgot that Etherion was actually spelled that. I'll fix that little mishap in a jiffy.

Anyhow, I wanna thank you all for continuing reading The Null Fairy. Almost at 200 reviews!

And as always, please rate/review this story. I welcome both advice/criticism, but obviously not just flames of course. And so, with everything said and done, I'll see you all in the next part! Confrontation time to a squat!


	19. Confrontation (Tower of Heaven 4)

Hello again everyone, how y'all doing? Great, good!

So, guess what just happened? Yeah, we have a long fight scene this chapter, how cool is that? But you know what else is cool?

The introductory of a certain alien…! So, have fun reading that part when you get to it yeah? The first chapter of this story now has over 8,000 views by itself, wowzas!

Anyhow, please enjoy this chapter. I had a lot of fun making this particular fight so please enjoy.

And as always, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support their official releases, and happy reading to you all!

* * *

 **Chapter 19:** _Confrontation_

 **-In a certain room-**

' _Good almighty can this situation get anymore wrong… Erza, you do realize that he's literally playing you into the 'taken over' friend trope right?'_ Upgrade mentally face palmed at the scene.

Inside a blade, he was currently stabbed into the ground next to two individuals, a certain scarlet haired woman, and an evil blue haired man. Their positioning was…suggestive, but the seriousness of the situation and their individual moods did not give off the wrong vibe. Upgrade watched the two, and then sighs.

The scene pauses for a moment to allow the Galvanic Mechamorph to pop his head out of the katana he was in. He then looks at the screen, straightening it a few times to get its position correct.

"So, you're probably wondering what the heck's going on right? Well, lemme take you all back to the past for moment, and let the situation build up to this point."

He then snaps his fingers.

"And, here we go!" He alerted.

* * *

 **-With Simon and Co.-**

The darkness mage walked up some stairs, standing beside a now awoken Natsu. He, along with Gray and Happy, looked up towards the top of the Tower. He then looks at the fatigued fighters.

"Happy, take Gray and meet up with the others." He ordered.

Happy blinks a few times, and hesitantly lifts Gray along with him as he flies down. Simon and Natsu look down at the cat as he flies down, and then back up towards the top.

"I've been told that all of the members of Trinity Raven have been defeated." He then said suddenly.

Upon hearing his words, Natsu's eyes dart over with comedic shock.

"WHAT?! Oh come on! Now I won't have a chance to get my revenge against that owl dastard!" He cursed with flames spewing from his mouth.

Simon slightly dead pans at the sight, but then brushes that feeling off.

"No, there's no time to be fooling around. Even now the clock is ticking for all of us." He huffed.

"Right now at this very moment, Erza is most likely confronting Jellal at the throne room at the top. And we have another problem, according to Sho, we have approximately 10 minutes before the Magic Council unleashes Etherion upon this place."

Natsu's expression then turns back to normal as Simon faces him.

"But the thing is, Erza can't defeat him alone. What's she trying to do is that she's trying to face the problem that's plagued her life for years by herself."

"So, what problem is that?" Natsu then responded with the question.

"The twist of fate that those two share. Jellal's corruption, and Erza's fragileness. She's persisted in tying those two ideals back once and for all." Simon began to explain philosophically.

"It's destiny itself that brought this fight between the two together…but that's the problem. Erza herself is open and has a logical background to follow and understand from. Jellal on the other hand however… is different."

He then places his hand on Natsu's shoulder.

"That's why, I beg of you Natsu…help her. Save Erza for me." He pleaded.

The fire mage stares into his eyes for a moment, but then turn to a lazy gaze as he huffs in a comedic fashion.

"Nah." He disagreed with a nonchalant tone. Simon's eyes turns to dots for a moment, before replacing them with rage as he slamed him into the wall.

"Huh?! Are you telling me that you don't want to help her? Are you going to abandon Erza, your friend?" He angrily yelled.

Natsu blinks while picking his nose. "But this is a personal matter to her. I won't butt in on private matters like that." He tried to logically explain himself.

Simon then lets him go as he sighs. "No Natsu, that's not it. Erza, I'm telling you she can't beat—"

 _*SLAM!*_

"ARE YOU TELLING ME THAT SHE'S WEAKER?! DON'T UNDERESTIMATE HER PAL!" Natsu barked while slamming him into the wall now.

Simon then shook his head in response.

"No, I'm not talking about physical or magical might. I'm talking about emotional advantages. Jellal in Erza's eyes is a person that she believes is one that can still be saved, as corrupted as he is at the moment."

Natsu then crosses his arms. "So what you're saying is…"

"Yeah. Erza can't truly hate Jellal. She won't see him as an enemy that she must defeat, and he _will_ take advantage of that. That's why we must stop them, because Erza's going to use Etherion to kill herself along with Jellal." He finally finished.

Snapping, Natsu growls. "And why the hell didn't you tell me all of this before…WHERE THE HELL IS SHE?!"

* * *

 **-With Erza-**

The barefooted swordswoman walked along a stone hallway. Approaching the entrance way into the next room, she feels an ominous atmosphere that just bled the word 'darkness'. Taking a deep breathe, she enters the room.

Jellal smiles at his foe, placing a knight chess piece in front of the king piece. He then slides the circle piece behind the knight as he stands up.

"Hmm, so the game's already over. Such a shame, it happened so fast." He sighed.

Walking into the room, Erza glares at the hooded man.

"Do you truly take pleasure in a thing like this, playing with people's lives Jellal?" She says.

Shrugging, he chuckles. "Well sure! Life and Death are the things in which all emotion stems from, don't you know that?" "Simply living is a boredom, only when you are in an eventful scene does it have any meaning."

He then walks forward with his hands around his back.

"But who I am saying? I should be greeting you with open arms!"

Chuckling, he turns his face towards Erza's.

 **"Welcome back, Erza. It's been a while."**

Erza then points her Upgraded katana at Jellal. The hooded blue head glances at it for a moment, before averting his gaze back to the scarlet haired woman.

"I will take the task of freeing my friends from your clutches, both old and new." She declared.

Putting his hands on his hips, he smiles at the declaration. "Then by all means, they're free to go. I have no more use for them after all, since the Tower of Heaven is complete."

"Even though Etherion will be exterminating this place in less than 10 minutes?" She then shot back. Jellal then smiles evilly as he unravels his hood, revealing his face.

"Oh no Erza. Etherion _will_ fire upon this place. That, I am sure of." He emphasized on.

Erza then narrows her eyes as she takes a stance. "Then I hope you don't mind if I stall you for the rest of that time?" She challenged.

"Oh that won't be happening. You _are_ going to be the sacrifice Erza!" He grinned, his palm radiating a dark reddish aura. "So let's enjoy ourselves in the MEAN TIME!" He yelled, swiping his arm.

Grayish slimes with red lines spewed out from his palm, launching themselves towards Erza. The swordswoman takes a step forward, proceeding with a downwards slash, cutting off one of the tendril like spawns. Spinning, she then does a horizontal and diagonal upwards motion, taking out the rest of the projectiles.

The tendrils fall to the ground, making it collapse under her feet. Her eyes dart downwards as the room is exposed to the sunset. Jellal thrusts a magic blast forward, destroying the floor. As heaping's of stone fall down, she jumps up, using them as climbing platforms. Jellal was slightly amused as he watched her return to the room.

"Oho." He complimented.

Erza clicked her tongue in response. "If it's complete, then why are destroying it?" She quirked, attempting another swipe at Jellal. The blue haired man leaped a few feet back.

"Little bits like those don't matter. Those parts were merely decoration. It won't affect the R-system at all." He shot back with a smile.

"Yeah, decorations that Sho and the others had worked on for nearly a decade!" She retorted.

Jellal slightly dead pans. "Sheesh, don't talk crap about everything that comes out of my mouth Erza." He chuckled lazily. "As I said earlier, the R-system is the only thing that matters."

As he says that, he generates an orb of magical energy. Erza grunts in annoyance as she readies her blade once more.

"And now…that system is complete!" He yelled, his right eye reshaping to that odd pattern again as he crushes the orb in his grasp.

Erza then feels a wave of magical power appear underneath her. However, she was unable to react fast enough as it submerges her in a sphere of ghastly energy. Erza struggles to move in the space, grunting in pain.

Jellal puts his hands in his pockets and proceeds to walk in front of the sphere that Erza and Upgrade were trapped in.

"Well, even though you've improved, I guess this is your best." He remarked with a slightly disappointed tone.

As Erza's strength starts to diminish, a zap makes her wide awake again. She then looks at her sword.

"Ben? Oh, I…forgot you were still in the sword. Sorry." She apologized.

Upgrade's head pops out. "What's the matter with you Erza? This isn't how you fight." He scolded. Erza backed her face a little while averting her gaze.

"You're the type of person who stays calm and collected at all times. You trace your surroundings, and make logical decisions. So come on girl, you need to get serious. Unleash your power!" He encouraged.

Looking at him again, Erza smiles for a moment, before closing her eyes and clenching the blade handle. The lever was pressed, and proceeded to surge Erza's magic through the blade. The scarlet haired girl took a stance and closed her eyes, and a moment later…

"…HAAA!" She shouted, cutting apart the magic. The sphere was cut to itty bitty shards, which dissipated in the air.

As Jellal walks away, the sudden noise makes him gasp as he frantically turns around. He stares at her in disbelief as Erza charges forward, slicing him with a horizontal swipe.

"I believe I've already said this before Jellal, but let me repeat myself. I no longer have fear in my heart…TASTE MY BLADE!" She yelled.

"GUH!" He grunted, taking the full impact of the blow. He takes a moment to gaze at her, his eyes widening at the seemingly different aura around her.

' _Is this…truly the same Erza as before? Impossible!'_ He yelled in his mind with shock and surprise.

Landing on his back with a thud, he grunts because of the impact. Jellal shot his eyes open as Erza stood above him, and pinned him down by going on his stomach. Stabbing her sword to his side, Erza places a palm on his chest, with her free hand balling up to a fist…

The scene pauses again as Upgrade stares at the middle.

"And that's how we got into this position. And now for the other part I talked about!" He quirked, returning to the sword as the scene resumes.

Glaring down at Jellal, Erza then grits her teeth.

"Tell me…what's your real goal Jellal? I know for a fact that the R-system isn't actually complete." She demanded.

Jellal smirks. "Didn't I tell you, that it needs a sacrifice? It needs you Erza." He replied.

The scarlet haired girl narrowed her eyes. "No. I understand that the construction of the Tower went as planned, but the thing that you really need… is magic power. Something on such a scale needs the necessary amount of magic power to activate." She revealed.

Jellal's smile dissipated for a moment, but then returned.

"Three minutes until Etherion comes…" He muttered with a smile.

"Why are you doing nothing in response to Etherion's calling?! What is your plan, tell me!" She yelled, grabbing his arm and squeezing it. Jellal winced in pain for a bit. "Do you want to die like this?! Then so be it, I will hold you here until that time comes, and we shall go together!"

' _Oi oi, Erza…'_ Upgrade thought. The scene pauses again. "And here it comes!"

Jellal smiles. "Hmm. Then it might not be a bad way to go then." He suddenly said, confusing both Erza and Upgrade. "I don't think I've told you this, but my body was possessed by Zeref all those years ago."

Upgrade doubted Jellal's words for a moment, and tried to scan him. Oddly enough, he felt a…familiar feel coming from his body. It reminded him of someone that he recently met.

' _This feeling…her?'_ Upgrade wondered.

Jellal continued with his talk. "I was merely a puppet used for resurrecting Zeref, I had no control." He spoke.

"…Possessed?" Erza uttered with confusion. "Indeed, I couldn't save my body, nor control it. This freedom, my friends, everything else…it all ended, within the blink of an eye. No, it ended before it even began…"

* * *

 **-At Era-**

The large mountainous area that was in the middle of town was in fact a cover for the Satellite Square. Large pillars and lacrimas floated in the area, with many members going on about, monitoring the progression for Etherion's activation.

"Etherion's final charging phases are completed! Satellite Square is now expanding!" One member confirmed.

"No problems or abnormalities confirmed, coordinates are locked on towards the Tower of Heaven!" Another added.

"Begin countdown!" An alerting voice sounded off.

Around the bundle of lacrimas, large statues surrounded the area, with the Council members gathered around the vicinity. Ultear and Siegrain stared at the bright attraction…

"Sound off. Let us pray." Siegrain said. "Let us pray." Everyone else followed.

Yajima gave Siegrain a death glare as the blue haired man watched the lightshow.

' _Siegrain…you little…'_ He mentally cursed.

The main lacrima lit up, flashing a blinding light. It then connected to a large satellite that hovered above the Tower of Heaven, clearing the clouds like a divine authority…

* * *

 **-Back at the Tower-**

The Tower shook as the confirmation of Etherion appeared. Jellal looks up, smiling.

"I knew that the R-system was unable to be completed, but I was forced to continue working on it due to Zeref's words, his hold on me." He began once more.

"I'm a hopeless case Erza. Finish me, you are the victor after all. …That's what you're here for aren't you? To stop me and my plans." He encouraged.

Erza's eyes widened with hesitation. Her memories of Jellal suddenly appeared in her mind, clouding her judgement. Upgrade looked at Erza with uncertainty, as he didn't want to interfere with Erza's business unless it was absolutely necessary.

Her arm trembled for a moment, before she finally gave out with a sigh. Upgrade slightly gasped as she put her katana down and released her grip on Jellal.

' _Good almighty can this situation get anymore wrong… Erza, you do realize that he's literally playing you into the 'taken over' friend trope right?'_ Upgrade mentally face palmed at the scene.

"So…you were just another victim of Zeref?" She asked.

Jellal turned to her. "It was my own weakness that caused the possession to succeed. I was blinded by what was real or a dream." He confessed with a supposedly truthful tone.

It was then Erza turn to turn. "That's what friends are for Jellal, to help overcome those weaknesses…" She replied.

Upgrade was getting irritated by the scene. He knew that Jellal was sweet talking her. He just didn't know what was going to happen.

"Let me atone for my sin… my sin that was not saving you went I was able to." She confessed, grasping Jellal's hands.

Upgrade then stared up. He felt that something was going to come soon.

' _I sense a large amount of energy… This must be Etherion. Just what are you planning you tattooed freak…'_ He murmured in his mind.

* * *

 **-Era's Release-**

"Unleash the power of Etherion!" The Council members yelled.

The large amount of magic energy soared into the air, connecting to the Satellite above the Tower of Heaven. Large magic seals appeared, along with four giant magic circles. The energy gathered within the Satelitte, causing the circles to flicker. They joined together, and in turn released a massive beam of magic power down towards the Tower. Siegrain gave off an unsettling grin, unnoticed by everyone but Ultear…

* * *

 **-Back at the Tower-**

As the two held hands, they embraced in a hug. Jellal then closed his eyes and clenched his hold on Erza for a bit, before making the same expression as Siegrain as the mass of light came down.

Simon sat down at the top of some stairs, panting in discomfort from the battle he had with Fukuro. He notices the light coming from the window, causing him to close his eyes.

"That light…Etherion. That means that he didn't make it. Crap…" He cursed.

Natsu continued up the same flight, his face furrowed with worry as he ran up.

"Erza…ERZA!" He yelled, covering his eyes.

* * *

 **-A moment later-**

Upgrade opened his eye. He expected that Jellal had something in mind, but not as large as something like this. He gazed upon what seemed to be the Tower…yet it was all…crystallized.

No. It was actually a supercharged lacrima. Upgrade then understood everything, but his attention was brought back to the two embracing people.

" _Heheh…Heheheh…HAHAHAHAHA!"_ Jellal cackled. Erza's eyes widened with shock as she looked around herself. "What?! We're…alive? Jellal, what's the meaning of this?!"

* * *

 **-In the Waters-**

A distance away, a boat containing everyone was seen. Everyone from Team Natsu as well as the other friends of Erza stared at the colossal figure.

"A…A crystal?" Happy sniffed.

"No. It's not just that, it's a magical crystal. That's basically a giant-ass lacrima…" Gray corrected.

Lucy then covered her mouth. "T-Then that means that Erza, Ben, Simon, and Natsu are safe right?" She hesitated to say.

"Who knows…" Gray admitted.

* * *

 **-Back at the Tower-**

Back at the Tower, Natsu grunted. As he opened his eyes, they widened and darted around the area.

"What…what is this?" He asked.

Simon grunted as he sat up. "T-This is…impossible. Etherion fired, so why am I alive?" He muttered.

Jellal continued his laughter for a bit, until he let down his arms.

"At last…At last! It's finally come!" He yelled.

 **"BEHOLD, THE TRUE FORM OF THE TOWER OF HEAVEN!"**

Erza looked at him in disbelief as her eyes contracted.

"You…" She uttered.

She and Upgrade then heard footsteps. Turning around, her eyes widened once more.

"You…Siegrain!" She yelled.

The second man chuckled. "So charming, my little Erza. Jellal couldn't release his true power, so he had to trick you." He explained.

Jellal then grinned. "This is it Erza! This is the R-system… A giant lacrima, built to absorb the magic of Etherion!" He revealed.

Erza gritted her teeth. "You son of a… you tricked me." She cursed.

' _THAT'S WHY I FREAKING SAID…'_ Upgrade thought. _'Urgh, I should've interfered. Probably should've used Feedback again…'_ He mused.

* * *

 **-At Era once more, beforehand.-**

After Etherion fired, the scanners instead picked up a new object.

"Sir…it appears to be a…a giant lacrima!" One member reported.

"It absorbed Etherion's magic?! Impossible!" Yajima called out. He then turned to Siegrain. "Sieg, what in the name of…what?!" He couldn't believe his eyes as the blue haired man vanished.

"H-He teleported away?" He stuttered. "What in blazes is going on?!"

Ultear watched the old man's confusion. Giggling, she walked off and out of the room.

"And thus, this plan is finished…" She concluded, walking off into the darkness…

After she left the room, she brought out her crystal orb and placed her palm on it. A moment later, it glowed, and revealed an old man's face on it.

"Ultear." He said. "Are you not going to destroy the Council?"

Ultear giggled. "Well, I was going to, Master. But plans have changed. I've discovered a rather interesting specimen that has peaked my curiosity. I'll stay in the Council a little longer, as we may be able to make some changes to the Alliance if things go smoothly..." She answered, holding up a familiar switch.

 _'This entire fight...I'll use this data to further on my research. It's only a matter of time now...mfuu.'_ She mused as she vanished.

* * *

 **-Back at the Tower-**

Siegrain walked next to Jellal. They were practically mirrors of each other, besides the fact that the other wore dark clothing as opposed to the other.

"You…why are you here for?" Erza asked to Siegrain.

" _Mfuu…_ I remember the day we first met. I believe it was when you came for that apology letter on behalf of Wizard Saint Makarov?" He recalled.

"She probably mistook you for me, am I right?" Jellal then said. "Well, we do have the same looks, so you can't really blame her." Sieg added.

Upgrade glared at the two. _'How much you wanna bet that he's just a clone made of magic?'_ He croaked.

"Then I suspect that you two were working together?" She accused, pointing a finger.

The twins grinned at her, moving closer to each other.

"Together? Not quite."

"I'd say that's wrong Erza."

"Because we are in fact…"

Siegrain's body then grew translucent.

" _The same person, from the very beginning!"_ They both said. Siegrain then walked into Jellal, causing him to glow for moment.

Erza stepped back, astounded by the sight. "Impossible… a thought projection on that scale?" She uttered with shock. "Then you did all of that, just so you can fire Etherion and power this place?!"

Jellal gave a thumbs up. "Bingo." Was all he said. "Now then, let me ask you this Erza. Did you enjoy your temporary freedom that I allowed?"

Erza growled at him. "How many…how many people did you deceive all these years?!" She barked. "If you keep all of this magic here, it's going to discharge!"

Jellal then gave her a palm bash, launching her away. As she tumbled back, she groaned in pain from the twists and turns. As she regained her balance, she grabbed the Upgraded katana.

"Heh, so what happened to all that fighting spirit at first? Don't tell me you used it all against Ikaruga? Come on now, I've finally gotten my magic back, so let's have some fun." He taunted.

Attempting to swipe at him, he dodges all the furious swings.

"Hmph, by now, the Council should be in ruins. I'll have to thank Ultear for that." He called out. He whispered the last part about Ultear however.

"JELLAL! You dastard! I'll make you pay for everything!" She angrily said, attempting a large downward slash. The man dodged, causing her recipient to be the crystals instead. She broke a chunk of them, glaring back at Jellal.

"I hope that everyone you've deceived curse you to—GUH! What?!" She roared, looking at herself.

Coming from her back, an expanding snake tattoo appeared and coiled around her body. Erza's movements became restricted, causing her to drop her katana.

"Erza!" Upgrade yelled. Jellal didn't hear it though.

"Ho ho. That's Bind Snake. I put it on during our little hug at first." He explained. "And now that I have the magic needed for the R-system…"

Jellal holds out an arm, causing a large chunk of crystal to rise from the ground.

"All I need to do now is insert the sacrifice, and Zeref will be resurrected. I don't have any more time to play Erza, so you better prepare yourself…" He whispered.

Pushing her into the lacrima, she begins to yell.

"Jellal…JELLAL!" She roared.

Jellal turned around. "Oh great Zeref… I give you the body of this woman!"

Upgrade then growled. "That's it, I'm done messing around!" He hissed, emerging from the katana. As he did so, it vanished.

Upgrade then noticed a figure in the back. Blinking, he focused his attention back on Erza. Pulling her out, Erza's eyes widened.

"Ben…" She gasped.

"ERZA!" Natsu yelled.

Jellal turns around, only to now see Upgrade supporting Erza, and an _extremely_ pissed off Natsu.

"You son of a—oh, hey Ben." His attitude did a 180.

"Yo." Upgrade high fived the Dragon Slayer. Natsu then turned to Erza, and then to Jellal.

"I'm afraid we're going to have to cancel your appointment pal! Erza's a Fairy Tail mage, so she's not going anywhere!"

"Natsu…" Erza muttered. Upgrade helped her stand up.

"Come on Erza. If we don't finish this up and get back to work, rent's gonna be a crap problem to deal with." Natsu called out.

"You mean Lucy's rent." Upgrade corrected. Natsu pouted, his face basically saying, 'Yeah yeah whatever'.

"Heh. Sorry about that…but I can't move right now." She called out.

His eyes flickered at that phrase. "Oh?! Then I can do this—OW!"

Upgrade back handed him. "No. Bad Natsu. No perverted actions." He scolded.

"Hey, I wasn't going to do something like that! I was only going to tickle her…as revenge." He muttered. Upgrade's eye narrowed. "Uh huh…"

"Natsu please, don't fight him. You don't know him…" Erza begged, tears starting to roll down her eye.

Natsu and Upgrade then looked at her. The pink haired mage then walked up in front of him.

"I don't know him huh? Well Erza, I don't know that much about you either, so how about that? I can at least say this though…" He said.

He brought his fist back. Upgrade noticed what he was going to do.

"Natsu don't—"

 _ ***THUMP!***_

"Sucker punch her…" Upgrade tried to say, face palming. Erza passed out from the blow, surprising even Jellal.

"Wow. Even more wild than the rumors say, Salamander." He commented. He then turned to Upgrade. "So you're the shape-shifter that everyone's been going on about. Interesting."

Natsu then glared at him. "Erza…she was crying. It's not right to see someone like her do such a thing. Giving up, trembling with a suffering voice…no, she should be acting the opposite!" He yelled.

"Natsu." Upgrade was dumbfounded by his speech as flames started to form around the Dragon Mage.

"Until she wakes from this horrible nightmare, we'll fight you in her place!" Natsu declared. He then turned to Upgrade. "Ben, got my back?"

The Galvanic Mechamorph gave him a nod in return, causing Jellal to chuckle.

"Oho…well this is quite the buildup of events. Hmph, interesting. Very well then, come on! Show me what you two can do!" He invited with a challenging gesture.

Accepting the challenge, Natsu snorted with battle spirit, charging forward with a flame fist. Upgrade got into position to support him from the back. Swinging his fist at Jellal, the blue haired mage pushed his arm away. Upgrade then proceeded by shooting an optic beam from his eye.

Jellal's eyes swung over, his face showing slight surprise as he swiftly moves his face out of the beam's line of fire. Natsu huffs, spinning around and landing a roundhouse kick on the side of his enemy's face. Jellal grunted for a moment before getting flung back.

"Nice hit!" Upgrade called out while running up. Natsu proceeded to charge and pummel Jellal a few more times as he flew back. He then stands low and lunges at him.

 _ **"** ** _F_ ire Dragon's Wing Attack!"**_

Dousing him in a wave of flames, Natsu landed another direct hit. As soon as that attack ended, he then went down on his hands and did a 180.

"And here's another one!"

 _ **"** ** _F_ ire Dragon's Talons!"**_

Delivering an ignited kick, he slams Jellal back into a crystal wall, landing on his feet as he spun back around. He then opens his mouth and gathers a large amount of air.

"Ain't that a bit overkill?" Upgrade remarked. "Ah shut it Ben!" Natsu retorted.

 _ **"** ** _F_ ire Dragon's Roar!"**_

As the Roar reaches contact, it caused a large explosion, burning the area. As the Upgrade and Natsu watched the smokescreen, a bright light flashes the scorching flames away, revealing Jellal. His face and body were practically spotless, except for the burnt jacket that disintegrated. Natsu growls at the sight, disappointed by the result.

"Grr…" He groaned.

"Is that all Salamander? That beam attack your friend did seemed to be more deadly than all those fancy little attacks you just did." He mocked.

"I had hoped to experience firsthand the capabilities of a Dragon Slayer, Natsu Dragneel. But it seems that my worries were exaggerated, because if that's all there is my friend…then it's nothing to fear." He boasted with a clenched fist.

Several anger veins popped on Natsu's forehead as Jellal triggered him.

"The hell you say?!" He roared, charging forward again. Upgrade tried to reach out to him. "Natsu wait—"

 _ **"** ** _F_ ire Dragon's—"**_

Before Natsu could finish that spell, Jellal sped up and kneed him in the face. Upgrade then noticed that Jellal was coated in a yellow aura.

 _ **"** ** _M_ eteor!"**_

Pushing off of Natsu's face, Jellal proceeds to fly towards Upgrade. The techno-organic alien attempts to shoot out a few more lasers, but Jellal's magic made it seem like slow-motion to him as he dodged the attacks with minimal effort. Attempting to punch him, the Galvanic Mechamorph ducked, becoming a pile of gelatinous goo as he skimmed over to Natsu.

"Oho. So you can turn into a liquid state. That won't help you however!" He yelled, zooming around and charging back at the two.

Natsu had yet to recover from the blow, so he took another smack to the face by Jellal. The fire mage's senses were brought back with that blow, but try as he might, he was unable to catch him as Jellal darted around the tower, swinging and connecting blows in Natsu's blind spots.

"Gah! Damn it, son of a lacrima! This guy's too fast!" He cursed.

Upgrade took note of that, narrowing his eye. "Then let's take care of that problem shall we?" He answered, tapping the Omnitrix dial.

The flash brought the attention of Jellal and Natsu as he was replaced with Jetray. The Aerophibian attempted to follow Jellal, shooting nueroshock blasts from his eyes.

"Natsu, I'll distract him while you try to get a good shot!" He quickly said.

' _Alright…while he's doing that, I'll try to use my other senses to fight this chump! Scent, sound, presence…'_ He thought, closing his eyes.

"Hmph, your attacks won't hit me you flying beast!" Jellal quirked. Jetray kissed his teeth as he used his tail to shoot a third beam.

Jellal grunted as his body glowed a bit brighter. His speed increased and allowed him to zoom out of Jetray's line of sight.

"Kuuurgh…this weasel, he can go even faster?" He groaned. Jellal answered his complaint by slamming his feet into his back. "Correct!"

Landing on the floor with a loud thud, Natsu gasped as he looked at him.

"Ben!"

"Urgh…I'm alright." He answered. "You might be, but not Salamander!" Jellal cut in.

Natsu growled at the man as he closed his eyes. _'Come on, predict his movements! Sound, presence, scent…there!'_

Natsu attempted another swing at the position that Jellal then went to. The blue hair mage hummed in acknowledgement, before increasing his speed even further, dodging the attack.

"Nice try Salamander, but I already told you and your friend. Your attacks won't hit me anymore!" He retorted. He then rammed into Natsu again.

"GAAAUGH!" Natsu yelled in pain. Jellal's eyes flickered as he rocked his arm back. "Come on Salamander!"

Pummeling him with a flurry of punches, Jellal then kicks him away into the air. Flying up, he then brought his hands up and together, hammering them down on Natsu's neck. The fire mage yelped as he flung down to the crystal floor, landing on his back. Jetray's body shook as he rubbed his head in annoyance.

"Urgh, what's this guy going to do now?" Jetray grunted as Jellal flew up. As lights started to flash in the air while Jellal struck a hand sign, Jetray's eyes widened. "Oh crap!"

Seven magic circles lit up and connected with each other. Jellal then smiles down at the two as he pushes his arms out.

 _ **"** ** _G_ rand Chariot!"**_

Quickly flying over to Natsu, Jetray hits the Omnitrix dial once more, engulfing himself in a flash as the meteor like magic attack roared down towards them. Explosions appeared as soon as the Grand Chariot made contact with the ground, lasting for several seconds before ceasing fire. As the magic circles vanish, Jellal smirks and flies downwards as the smoke clears up.

"It's over…" Jellal proclaimed as he looked around. "Hmm, the Tower seems to have garnered quite the damage from my last attack. I probably went overboard with that last move. I have to make sure the R-system takes no further damage, because the magic is indeed starting to seep out." He then analyzed.

Looking at Erza, he narrows his eyes. "Now then, we need to hurry. Isn't that so, Erza?" He asked. As he walked over, his face got smacked by a…building block?

"Geh…what now?" He grunted in annoyance. He then looks over to the new figure that appeared from the smoke field. "You!"

"That's right fuzzy hair! We're still in this." It spoke.

Walking out of the screen was a gorilla made of bright building blocks. Its arms, legs, and head were made out of red, yellow, and blue building blocks, which all had black lines in between them. He had green eyes, and his body was made of green and black blocks, with the Omnitrix dial located on his chest, and the Fairy Tail emblem brazened on as a little green building block.

"You…what kind of creature is this?" Jellal wondered.

"Something that you'd probably never understand. I still don't myself really." He shrugged. "But I can guarantee you that this **Bloxx** is something you _don't_ want to step on."

"You said that this Tower's important to you right, and that any damage to it may jeopardize your plan right?!" Natsu then growled out with an angry smile.

Jellal gasped at the words. "You wouldn't—"

"HAA! _*SMASH!*_ " He interrupted. Slamming his fist into the ground, Bloxx did the same, cracking the crystal floor. The gorilla lego alien looked at the ground and squinted.

' _Wait a sec. This lacrima…it seems to be just pure raw energy, and a lot of it to be exact. Hmm…maybe I can take some of this and use it for_ that… _"_ He mused in thought, rubbing his chin.

Jellal's eyes went livid. "HOW DARE YOU!" He roared.

Natsu grinned at the angry man. "Man you pick the wrong mages to mess with pal! Fairy Tail's known for its destruction!" He boasted with a confident tone.

"I'M ALL FIRED UP NOW!" He stated with a monstrous grin, slamming his fists together. Bloxx then refocused his attention to the tense situation right next to him. "Oh right, the fight." He sheepishly said.

"I'll grind you two insolent heaps of garbage and have you burn in hell!" Jellal screamed. "I'll make you two regret ever living!"

"Well, stubbornness does seems to be a trait in Fairy Tail. Especially towards some of us in particular, not naming anyone though specifically…" Bloxx muttered, glancing over to Natsu.

"Yeah, so come on punk! I'll whack your butt a new one!" Natsu taunted. Jellal growled as he lit up another magic circle. "Take this!"

Several projectiles made of light busted out from the circle, flickering around and charging towards the two. Natsu swiftly dodges the blasts as he runs around. Bloxx rolled into a ball and followed suit, narrowly escaping the splash damage as he followed Natsu. As he grew closer to Jellal, Natsu jumps up recklessly.

"Natsu, come on man, stop leaving yourself wide—"

" _Cocky brat!"_ Jellal cut off, swinging a massive light projectile at Natsu.

The excessive noise shook the tower, and the sound of dust and crystal shards tumbling away awoke the knocked out Erza. Her eyes twitched for a moment, before opening slowly. Her eyes then shot open as she sat up.

"Natsu! Ben!" She cried out.

Natsu landed on the ground as he tried to block the attack. Bloxx ran behind him and tried to support the fire mage's stand as the two were further pushed back by the spell. After a while, Natsu clenches the spell with his hands and rips it apart, yelling like a wild beast as he does so.

"GRAAUUGGH!" He roared, cancelling the spell. Jellal gasped at this as Bloxx picked up Natsu. Turning himself into a catapult, he launched Natsu at the shocked mage.

"Come on, is that all you've got?! Don't wanna bust your precious tower?!" He gutted out.

"Know your place worm!" Jellal retorted as he shot another blast, launching Natsu back once more. Bloxx catches Natsu and lets him down.

"Fine then, here's some more!"

 _ **"** ** _F_ ire Dragon's Brilliant Flame!"**_

Slamming his palms down, a giant pillar of fire erupts from the ground, further desecrating the tower. Jellal covers his eyes for a moment due to the bright flames, but they dilated in shock instantly as he watched some of the Tower's crystals disintegrate into nothing.

"He's…destroying the Tower!" Erza muttered with surprise.

Natsu does a weak chuckle as he slumps down. Bloxx notices his breathing has gotten faster and that his energy levels were going down.

' _Crap, at this rate, Natsu's gonna…wait, what going on now?!'_ Bloxx yelled.

"YOU SONS OF…THIS IS UNFORGIVABLE!" Jellal yelled, raising his arms in an X shape.

A large yellow magic circle flickered as an orb of energy proceeded to gather in Jellal's palms. Erza and the others grunt as the energy blew a harsh wave of wind against them. Erza covered her eyes as she looked up. She took a moment to see what the heck he was going to do, and then her eyes widened with shock as she gasped.

"T-This magic…Jellal, no!" Erza called out.

"What the hell kind of magic is this?!" Natsu yelled.

Bloxx looks around, noticing the changes in the environment.

"The shadows, they're being absorbed?" He and Erza noticed. Erza then jumped up onto her feet. "No, I won't let him!"

"Drown in the endless abyss you scoundrel Dragon!" Jellal roared out.

"NO! Jellal, I know you would use that spell at any means necessary, but will you use it to kill me, the sacrifice?!" Erza boldly said as she stood in front of Natsu.

Jellal gasped for a moment, before lowering his face.

"Yes. The sacrifice that I require is that of a living human body with magic power that rivals that of the Ten Wizard Saints…" He explained, but then he looked up.

 **"But since my plans have gone so awry, it doesn't matter if it's you or anyone else! So I decided, you three can crumble down together!"**

As he roared that out, he proceeded to charge his attack once more at a faster rate. The spell seemed to be acting like a black hole of some sort, as it drew in the dust and other particles that were surrounding it. Natsu kneels down as he grunts.

"No…Erza, move!" He pleaded. Erza smiled as she sweated. "No, I'll protect you two, I swear it!"

Bloxx then looked at her with doubt. _'If she takes that attack, no doubt she'll be killed.'_ He thought, as he looked down at Natsu. _'Perhaps I can super charge Natsu with some Heatblast fire and—'_

 _ **"** ** _H_ eavenly Body Magic: Altairis!"**_

The orb grew to its maximum size, now clearly looking like a miniature black hole. Jellal then throws it at the three, laughing like a maniac as he does so!

"Drown in the darkness you three!" He cackled.

A figure then tried to run up towards the three. The masses of dust and light blinded Natsu and Erza, but Bloxx then recognized who the person was.

' _Is that…no, I won't let him! Urgh, screw it, Bloxx can probably regenerate from almost nothing, so I don't have anything left to lose!'_ He yelled in his mind, leaping forward.

As Altairis flew towards them, the person, revealed to be Simon, attempted to jump in front of the three. He gasped however as Bloxx pushed him out of the way, standing in front of the three with his arms out.

' _Oh is this gonna…'_ His thought was them interrupted by a dreadful beeping. Bloxx's eyes darted down as he looked at the Omnitrix dial, which was beginning to flash red.

"No no no no, please don't do this to me now—" He tried to beg, but his body flashed red, replacing him with Ben.

Simon saw this, and tried to reach out to him.

 **"BEN!"** He cried out.

Natsu and Erza heard this and shot their eyes opened, gasping at the young man who was in front of them.

"Ben?! What in lacrima's name are you—"

 ***BOOOOOOOOM!***

A large explosion decimated the area, giving off a large smokescreen that was visible to miles away from the Tower. As the smoke cleared out however, Erza and the other two jaw's dropped at the horrifying sight.

Standing in front of them was Ben, who had injuries all over his body. His whole body was torn apart as the boy stood in front of them, trembling with a weak chuckle.

" _*Cough* …Well, that could've gone…worse…urgh…least you're all…safe…"_ He murmured, falling down onto his back with a loud thud.

Erza fell to her knees as a familiar scene popped up in her mind. A memory of an old man with the Fairy Tail emblem on his back stood in front of her, protecting the young girl from a mass of explosive magic spells.

"B-Ben…" Natsu struggled to say.

Erza's eyes shook as a feeling of dread came over here.

' _No…no no no… PLEASE NO! NOT AGAIN!'_ She screamed in her mind as her mouth was agape, staring at the seemingly dead individual in front of them. She then ran to his side.

"No…" Simon muttered with terror in his face. "Not a child of all people…"

Jellal walked forward, staring down at Ben.

"Hoo… So this is the true form of the magnificent shape shifter that I've heard about? A little brat of all things, who knew…" He stated. He then turned to Simon. "And an insect still lurks in here as well…"

"Ben…BEN!" Erza yelled, shaking the boy's body. She then dropped her head onto the boy's chest. "Please… don't leave us…" She cried out as she tried to hear his heartbeat.

Silence flew over the room as Erza tried to hear the pulse of Ben's heart. It was faint, but it started to get slower and slower, until…

"No…NOOOOO!" Erza screamed as her left eye blew out tears.

As the dark atmosphere led on, Jellal responded with a dark chuckle.

" _Hehehehehe…HAHAHA!_ That's what you call 'throwing away your life' you brat!" Jellal cackled. "It's just a matter of time before the rest of you insufferable bugs get squashed—"

" _SHUT THE HELL UP YOU BASTARD!"_

Interrupting Jellal's gutful speech, Natsu socks him hard in the face, launching the man into the air and spinning rapidly until he crashed into a nearby crystal chunk. Jellal coughed at the impact as Natsu walked forward. As Jellal tried to recover from the attack, his head shot up as he viewed the surprising sight: Natsu was attempting to eat the parts of Etherion that were burning!

' _What?! This guy…he's trying to_ eat _Etherion?!'_ Jellal blinked with shock.

As Natsu swallows a chunk, his eyes glow a bright sky blue as an aura of the same color surrounds him. He clenches his fist as the raw magical energy surges through his body, surging off in the form of a harsh wind as the floor began to shake.

 **"GUUUUUUUURRRRRRUUUAAAGGGGHHHH!"** His loud roar resembled that of an actual dragon's as masses of magical power began to seep into Natsu's body from the whole Tower.

As soon as Natsu does so, he slams his fists into the ground, creating a massive shockwave in Jellal's direction. The blue haired mage quickly jumped to the side, and looked back at the pink haired mage once more. His expression turned to surprise as a blue liquid came out of Natsu's mouth. The raw power of Etherion was trying to reject his body as Natsu held his throat in pain.

Rolling around while yelling, Erza looks at him with a bewildered expression.

"What the hell are you doing? That's not just fire Natsu, it's a mixture of multiple elements!" She yelled out, explaining the factors of Etherion.

' _Tch. Does he really think he could get a power up by eating something with that amount of energy rather than just flames themselves? This guy is an idiot!'_ Jellal thought as Natsu struggled to process Etherion. His and Erza's eyes then widened once again.

Natsu's body then burned with a large fire as his eyes glowed a menacing red. The fire took the form of a large dragon silhouette, with Natsu hunching over with the signature red eyes of a Dragon Slayer. Around his eyes and lower chin, Natsu's skin began to turn into scales. His teeth grew sharper as he stared down at Jellal.

' _No way! This guy's actually…absorbing Etherion?'_ He thought, viewing the terrifying sight.

His shock was then interrupted as Natsu dashed forward, far surpassing his normal limits as he socked Jellal in the face. He then leaped back and wall jumped off a pillar, planting his face into the ground…and beyond.

" _You…You killed my friend, and you've made Erza cry…!"_ He croaked. Natsu pushed Jellal down the floors of the Tower as Jellal winced in pain.

 _ **"** ** _I_ made a promise, A PROMISE!" **_He roared with rage.

"GRR… What nonsense, you little…"

 _ **"** ** _M_ eteor!" **_

Jellal activated his magic again and soared back to the top floor. Natsu growled as he watched the blue haired mage go up, so he improvised. Clawing on to the falling pieces of Etherion, he climbed to the top of the large piece and leaped off of it with all his might. He then proceeded to parkour his way up via the various falling pieces from the later crash down the floors.

"You fool! Do you really think you can— _*Gasp!*_ "

His proclaim was cut off as Natsu used a burst of fire to launch his way up, sucker punching Jellal as he blasted up.

"GAH!" He croaked. "No, I won't lose here, not to someone like you!"

As the two rose up, he quickly spun around and launched Natsu down to the floor with a midair drop kick. He then flew back to a large chunk and leaped off of it, rising further into the air.

"I will make it, the freedom that we all desire! The land of freedom that Zeref and I discussed with one another! My pain, my fear, he went through all of that, simply asking if what I wanted was that!" He suddenly yelled.

"Only I can see him! Only I can achieve this sacred goal!"

"That ain't true freedom if you take away others' freedom away you son of a bitch!" Natsu retorted as he jumped into the air.

"In order to change the world, one must have the will to do so! WHY CAN'T ANY OF YOU SCOUNDRELS UNDERSTAND THAT?!" He roared out as he flung multiple light blasts in his direction.

Spinning around and dodging them, Natsu growls at him once more.

"WHY CAN'Y _YOU_ UNDERSTAND THAT WHAT YOU'RE DOING IS WRONG?!" He attempted to argue with the light mage.

"THAT'S IT, EVERYONE DIES!" Jellal snapped.

Next to Erza, a quiet beeping was heard coming from the Omnitrix. Erza was too busy watching the fight to notice a familiar synthetic voice go off.

 _ **"** ** _D_ amage detected in user body. Danger status of user: Level 8. Life support program: Activate. Emergency failsafe: Activate. Repairing user damage, ID: Benjamin Tennyson." **_The Omnitrix AI initiated. Ben's body started to get wrapped in a green light as Jellal did a series of swipes.

A familiar orange magic circle appeared, making Erza, Natsu, and Simon gasp.

"Is that?!" Simon called out.

"Abyss Break!" Erza answered. "Jellal stop! Are you trying to destroy the Tower?" She attempted to call out.

Jellal then scuffed at her. "Hmph, just another eight years! No…I'll make it complete in _5_ this time!"

Pushing his arms out, Jellal grunts in slight pain. He then looks down at his body as he closes an eye, realizing that the initial slash that Erza did damaged his body.

' _Grr…NO!'_ He ignored the pain as the magic circle flickered, launching a familiar black beam, albeit not as large as from the time that Phantom Lord did so.

"Salamander, doooooooodge!" Simon yelled out.

"I know you're powered up Natsu, but you can't beat Abyss Break! Run, dodge, just don't get hit!" Erza screamed out. She then notices the green light coming from Ben's body.

Natsu growled at the heap of energy that went his way. Even with his power up, it was true that he didn't have enough energy to stop the Abyss Break. Natsu slams the floor as he shutters his eyes, only to open them again as he notices Erza's weird behavior.

"Eh!?" She gasped. Simon noticed it as well. "Hey, what's happening to Ben?!"

 _ **"** ** _P_ rogram complete. User status confirmed, danger levels receding. Applying categorized form to accommodate process. Transformation four from Playlist 5 initiated. Please hold." **_The AI said.

"Wha—" Simon tried to say, but everyone was blinded as Ben's eyes shot open. He then stood up and immediately jumped towards the Abyss Break as his body flashed.

Natsu and Jellal gasped at the sight. Natsu in particular couldn't believe what he was seeing.

"Ben? BEEEN!" He yelled out at the familiar flash.

"It doesn't matter, the brat will just go down again! I'll make sure of it this time!" Jellal croaked in annoyance. "NOW DIE!"

"Too bad no one taught you how to control that temper!" Ben yelled as his voice started to change.

As he reached contact with the Abyss Break, a large red beam collided against it. Natsu watched as he held back the beam of black energy until the spell dissipated. As the circle vanished, Ben landed with a loud clang. Everyone stared at the new form as the smoke clouds cleared over.

Now replacing him was humanoid figure wearing a large metal containment suit. It resembled an oven given that the 3 grills near the face resembled so. The color of the suit was grey and black, with the color of the grills being red. The Omnitrix dial was located on its chest, with the Fairy Tail emblem located on his left shoulder.

"Now, then, I believe that you should come down now, you don't have enough **NRG** to sustain your flight anyways!" The new alien announced with a Russian accent, shooting a blast of radioactive energy from the vents.

Jellal was unable to dodge as he clenched his wound, falling down after he got blasted. NRG then ran up and uppercutted the falling man, launching him back up into the air. He then proceeded to jump and climb up on top of some of the debris, surprisingly able to keep up with the upward momentum that he just gave Jellal. Putting all he had into his last leap, he jumped high into the air, hovering right above him. Jellal's eyes widened as he gasped.

 _ **"** ** _Y_ ou believe that the freedom that you are seeking is true freedom? Don't make me laugh! That's not true freedom, especially if that's coming from someone who was used by a ghost of all things! FREE YOURSELF FIRST YOU STUPID PUNK!" **_

NRG brought his fists together and crashed them onto his stomach, causing the man to spit and gasp as he was sent crashing down to the cold hard ground.

"HUURRAHH!" NRG yelled, putting all his might into that last blow.

"GAAAAAAAAAAAAAHHH!" Jellal yelled from the impact.

The moon glowed a faint green as NRG hovered in its layer of light. The resulting crash caused a massive crater to be made from Jellal's impact into the ground, making the floors of the Tower start to crumble and break down.

* * *

 **-Away from the Tower-**

From the ocean, Gray and the others watched the sight.

"What was that?" Wally called out as he took off his glasses.

"That must be Natsu!" Happy assumed.

"Could be…or maybe, it could've been Ben." Gray suggested. Lucy gulped as she looked at the shining tower.

"Are they gonna be alright though?" Milliana then asked. Gray then sweated. "That…I'm not too sure of." He admitted.

* * *

 **-Back with NRG and the others-**

As Jellal laid in the cracked crater, a familiar badge dropped from his person. NRG recognized this as the symbol of the Ten Wizard Saints.

"And to think, they recognized you as one of the Saints…Saints are supposed to be good guys…" NRG muttered as he was beginning to fall down. He winced in pain as he did so. " _Guhh…_ Looks like the failsafe activated. That's a relief…"

Natsu then proceeded to catch NRG by leaping into the air, but grunted due to his weight as he did so. Falling down, he landed with a large thud. Erza and Simon looked at the duo with relief as they stood together.

' _This is Natsu's true power…and Ben, what a miraculous device that is.'_

' _But this…this… This is a Dragon Slayer!'_ Both of them confirmed with awe as they watched Natsu. His scaly appearance gave him a vicious feel as he and NRG stood up.

The two then turned around and fist bumped each other. Erza and Simon smiled at them.

"They've done it…" Simon simply said.

"Yes…they have. The long battle that we've been facing for nearly a decade is now finally over… It's all over now…" Erza cried out.

Natsu then groaned as he fell over. Erza tried to catch him, but NRG did it instead, but it wasn't long before the pain from his wounds affected himself as he fell down to a knee.

"Natsu, Ben!" Erza yelled. As Natsu closed his eyes, his dragon-like features vanished, his body giving off a warm feeling as Erza and Simon gathered towards them.

"Heh, you two really are incredible." Erza complimented.

"Urgh… Heh heh. What'd you expect?" NRG chuckled weakly. The Tower then began to shake and glow. "Hey, what's going on now?!"

Simon then backed away a few steps to look around. His brows furrowed as he kissed his teeth.

"Oh no…" He muttered. Erza then turned to him. "Simon, what's going on?!"

 **"The Tower of Heaven…it's collapsing!"** Simon gave out with despair.

* * *

And there you have it folks, the fight is complete. Whew, that was a blast in the making!

So, I guess I could try to explain why NRG was the chosen alien _(besides everyone wanting him to be the one to finish off Jellal)_. I figured that since the Omnitrix was repairing Ben, it would give off some sort of harmful energy that was only resisted by the user itself. See, the Heavenly Body Magic spell that Jellal did may have caused some error in the condition of the human DNA source. Since magic isn't native to the Omnitrix and things related to that, I figured I could work with that.

Well, if that explanation has any faults, please feel free to correct any mistake. It is after all something that I came up with.

Anyhow, this is the 2nd to last part of the Tower of Heaven. Next chapter, the finale of this crazy Arc! Thanks for reading everyone, I'll see you all in the next part. Toodles!


	20. Revelation (Tower of Heaven Climax)

Yo ho ho! I'm on a roll!

These fingers of mine glow with an awesome power! Their burning grip tells me to type! I have a neeeeeeeed!

So yeah, welcome back everyone to this chapter of The Null Fairy. It's the concluding part for the Tower of Heaven Arc!

 _Sean Bruce:_ Yeah, Ultear's gonna stay in the Council for a bit longer, and the green moon thing was just a fun little imaginary detail that I wanted to put in, for the sake of visualization yeah? And check this part for your other answer.

 _tauha:_ Yeah, I've noticed some of ChesireP's works, they're pretty cool yeah. Do you think I can make a request for my own version of Ben? I mean the one in this story.

So anyhow, with all the questions done, let's get on with this concluding Arc chapter! Please enjoy!

And as always, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support their official releases, and happy reading to you all!

* * *

 **Chapter 20:** _Revelation_

"The Tower of Heaven is…collapsing!" Simon screamed.

"The insane amount of magic power that came from Etherion…it's finally starting to become unstable…" NRG grunted.

' _I should collect some of this before the place completely goes bonkers. The healing process on my body is almost done, so if transform back now, I should probably just have some scratches and bruises…Ok.'_

Pressing the Omnitrix dial, NRG reverted back to Ben. Simon and Erza looked at the young boy, only to see that instead of a crudely mess that his body used to be, it was only seen with bruises and some scratches. He _did_ have a black eye, however Ben didn't notice this.

"This place is coming down…" Ben looked up.

"Yeah…the magic power from Etherion caused a mass degree of instability. This place can't contain the immense magical power for long." Simon added. "If this place goes, I'm sure it's going to be an explosion on a massive scale."

"What?! Then the explosion will surely reach the others as well!" Erza then yelled out.

"Grr…what do we do now…" Simon slammed the floor. The three then stood up, with Erza supporting Natsu.

As they began to walk around, the Tower's crystals began to collapse, shaking and breaking apart. The floor began to create fissures as they walked, making them fall due to the imbalance of the structure.

"Whoa!" Ben yelped, tripping. Simon then grabbed him and latched him onto his back. "I got you!"

"C-Can we try diving into the ocean from here? Will it possibly spread and weaken through the water?" Ben tried to say.

"No, that wouldn't work. Etherion's sheer power would decimate everything around here!" Simon replied with a frown. _'Grr…I don't have enough magic power to teleport us out! SHIT!'_ He thought.

Erza then looked at the two. _'The situation is hopeless… at this rate… No! I won't give up, not now. There must be something we can…'_ She then thought with a furrowed brow. She then gasped at a recent memory.

' _I'll fuse the lacrima with your body. The enormous amount of magical power will be balanced out by your body Erza.'_ Jellal's memory said.

Her eyes then widened as she looked at a crystal chunk. "Fu…sion?" She gaped at the wall.

' _If I fuse myself with Etherion, then can I stop the Tower from exploding?'_ She wondered. _'Yes…I have to! I won't let the other three die on my watch! …Was that a pun?'_ Erza then blinked. She then shook her head.

Placing her palm against the crystal wall, she took a deep breathe, and then pushed her arm into it. It then welcomed her arm, causing Erza to grunt.

"Geh…looks like it's still available for me to use." She groaned with a smile.

Simon and Ben then look over. Natsu's eyes twitch as he wakes up, slowly blinking a few times.

"Urgh…w-what's going…HEY!" Natsu then shouted.

"Erza, what're you doing?!" Simon yelled out. Erza gasps as she turns her face around.

"You guys? Natsu?" She stuttered.

"Oi, you're not trying to act as the catalyst to prevent the explosion are you?" Ben interrogated.

"But…But it's the only way! This is the only way to stop Etherion." Erza retorted. The tower bursts with beams of light as she does so. "See, look around. I have to stop this now. If I can suppress it, then…"

"No, what the hell are you saying?! If you do something like that then you'll—"

Natsu's protest was interrupted by Erza's loud grunting. Her arm was beginning to become fully submerged in the lacrima crystal. Simon and Natsu try to run towards her, but they barely had the strength to move. Natsu tripped and fell, leaving Simon as he placed Ben down and tried to move.

"Erza, stop!" Simon groaned.

"I-It's alright! I…can do this!" Erza grunted as she placed her body further into the lacrima. Placing her legs into the chamber, she screams in pain again.

"NO!" Ben yelled. "Stop, you'll die!" He croaked.

Ben growled as he laid on the floor. He then looked around the place, noticing some good pieces of crystal chunks laying around.

' _Grr…got no choice!'_ He thought. He then took out his storage device and shot the cube at some gigantic pieces of Etherion. Simon and Natsu look at him like he was crazy.

"Ben, the hell are you doing?!" Natsu roared.

"Never mind that! Get me some pieces of Etherion and bring them over to me! Hurry!" Ben snapped as he picked up the cube. He then placed it back on the device and stored it in his pocket.

Simon and Natsu stared at him for a moment, before going around and carrying pieces of Etherion towards him. Erza looks at him with confusion as she floated in the lacrima.

"Ben, what're—"

"No, I won't let you die! No one's gonna die when I'm here. That's what a hero does!" Ben stated. "Simon, Natsu, over here!"

The two then brought the pieces over, placing them on the ground next to Ben. They then looked at him.

"What're going to do with them?" Simon asked.

Ben gave him a pained smirk as he took out a small box. Simon blinked at the boy as he took off the lid and took out the content. Narrowing his eye, he looked his hand. He seemed to be carrying…a lacrima?

"Ben, what is that?" Natsu asked.

"Something that I didn't want to test until later. Stand back for a moment." He then ordered.

He then took the mini lacrima out and placed it in front of the pile of Etherion. The blue crystals then began to glow and seep themselves into the lacrima, powering it up. After it ended, the entire pile vanished, with the lacrima glowing a bright green. Ben then smirked as he stood up.

"Alright…here goes. I hope this works…" He muttered as he pressed the 'Y' on the Omnitrix. It then opened up, with a slot appearing inside of it. He then placed the lacrima inside, making a techno sound as it did so. The 'Y' closed up, and then glowed green. The face plate then lit up as well.

Ben then took a deep breath, and then exhaled as he activated the Omnitrix. Natsu and the others watched him as he selected his chosen alien. As he slammed the core down, he was replaced with Feedback. Erza's eyes widened at the familiar alien.

"Feedback? You're not trying to absorb the energy of Etherion are you?" Erza questioned. Feedback looked at her and nodded, causing her to gasp. "No, it won't work! Etherion has much more energy than the Jupiter Cannon!"

"This form was able to stop Jupiter?" Simon eyed the form.

Feedback then looked at the two, and then down at the Omnitrix logo.

"That, I am going to do yes. But I'm going to need an extra kick for this job. I haven't tested this program out in actual combat, but I guess it's a good time as any to try it out…so here we go…" He then breathed.

"Omnitrix, initiate program, ID: **Ultimate**." He then sounded off as he held the dial.

 _ **"** ** _C_ ommand confirmed. Activating prototype evolutionary functions. Please hold…" **_It then said. After a few seconds. _**"…Program initiated. Test functions activated."**_

Erza and the others blinked at the small dial as they heard the voice go off. Feedback then turned it ninety degrees. The core then popped out again, slightly grossing out Natsu and Simon.

"Here goes _something…_ " Feedback murmured as he pressed it down.

Instead of the usual blinding flash of green that made everyone cover their eyes, everyone watched as the transformation with eyes locked on. Feedback held out an arm as a green wave went over it. His arm then turned grey, and the plugs on his fingers vanished, with a green socket appearing on the palm of his hand instead. The same happened for his left hand as well.

His fore arms turned gray and black, resembling dry cells. His legs turned into green energy, with his tail gaining 3 more appendages. On his head, the antennae grew longer in length as they split off into four. Feedback's head turned gray, as if he was wearing a mask that had black stripes. His torso turned also grey and black. Battery bolts appeared on his shoulders, elbows, fore arms, shins, and hips. The Omnitrix dial now had four spikes around it, forming an X shape as the Fairy Tail emblem glowed a glowing green on Feedback's shoulder.

Feedback hunched over for a while, causing the others to look at him strangely.

"Ben?" Natsu called out. Feedback then stood up, clenching his fists as green electricity sparked.

"…Wheeeew! That felt different from how I usually transform." Feedback breathed out. "Check it everyone, it's **Ultimate Feedback**!"

"Ultimate?" Simon worded.

"I'll explain later. Right now, we have to contain this energy!" Ultimate Feedback argued. "Erza, you're coming out of there!" He grinned.

"What? No, don't!" She pleaded.

"No, I won't let anyone sacrifice themselves! That's what being a hero is about. Didn't I already tell you that?" He smiled.

Ultimate Feedback then walked towards the scarlet haired girl, attempting to pull her out of the lacrima.

"Huuurgh…HA! There." He huffed, pulling her out. "Now then, just leave it to me."

"No, Ben STOP!" Erza frantically cried out. "You'll die!"

"Then better me than the rest of you. Now go!" He then shouted, blasting everyone away with a thunder blast.

* * *

 **-In the Sea-**

Erza and the other two cried out as they got launched from the crumbling Tower. Gray and the others notice them falling down.

"Hey, is that—" Sho pointed at the three.

"It's Simon!" Wally added.

"And Erza and Natsu!" Lucy cried out with joy.

"B-But where's Ben?" Happy then sniffled.

"Crap, what he's trying to do? He's not trying to contain Etherion is he?!" Gray tried to say.

* * *

 **-Back with the Tower-**

Back with Ultimate Feedback, the evolved Conductoid looked down at the Omnitrix dial.

"Omnitrix, display evolutionary statistical data." He uttered. The Omnitrix beeped and then projected a screen. "Hmm, let's see here… increased energy absorption, flight via energy conversion… Alright then."

Ultimate Feedback then plunges his arms into the lacrima, getting his arms sucked in. He grunted for a moment as it did not accept him, but he ignored the pain.

"Now to…charge up…and stabilize the Tower." He grumbled as he began to siphon the energy.

The Tower exploded with another flash of blue, causing him to grunt as shards collided against him. Ultimate Feedback looked up as he saw the Tower begin its final stages of destruction.

"Come on, come on…" He panicked. He then clenched his fists within the lacrima, with his arms starting to beam a bright blue light.

"Huuurgh…" He grunted, beginning to add more pressure to his absorption. He then gasped as the entire Tower began to shine.

"No…NO! I won't let it end here!" He gritted his teeth. He then dove straight into the blob like substance, stretching all his appendages out.

"HAAAAAAAAAA!" He shouted hysterically. His entire body starting to glow as the Tower got even brighter…

"Sirs, there's a giant green flash of light coming from the Tower!" A member pointed out from the energy displays.

"What is it?! Is it from that dastard Jellal?" Yajima yelled out with rage.

"T-That's unconfirmed sir…l-let's try to zoom in shall we?" It stuttered as the lacrima screen zoomed in.

The members of the Council all tried to see what was inside the light. For most of them however, they could only see a bright green and blue flash, but Yajima climbed up to the edge of the railings, his eyes widening at what he saw.

"T-That's…" He uttered with disbelief as he saw a brief glimpse of a familiar hourglass symbol.

' _That's him, the boy that Makarov mentioned! The one who can use those mysterious Take-Over Forms! What's he doing there of all people?!'_ His mouth went agape.

Ultear re-entered the room, only for her eyes to dazzle at the mass of light.

"Such a lovely display of works…" She giggled.

Erza frantically tried to grab the air as she and the others fell. Her face was red from all the crying that she was doing as they fell through the night sky.

"BEEEEEENNNNNN!" She cried with a loud scream. Her body was then caught by a familiar blue cat.

"Gotcha!" Happy grunted. "Where's Ben?!"

Erza then pointed up to the top of the Tower, causing the blue cat to do a spit take. "What, why's he up there for?"

"He launched us off, saying that he would take care of the unstable energy from Etherion…" She sobbed. She then held her chest.

' _Ben… Please, be safe. I already almost lost you once before. Please don't make us go through the same suffering as before…'_ She closed her eyes. _'…That was probably how Mira felt when she lost Lisanna…it's a terrible feeling.'_ She thought as she heard her heart thump.

The Tower then began to glow even brighter, garnering the attention of the others as it flashed. A mass of energy beamed from the core of the Tower, blasting a massive blue laser up into the sky as waves of wind blew everyone away. Tidal waves formed and push off Gray and the others.

"Etherion's exploding!" Wally panicked.

"No, it's not! Look! The energy is—" Lucy then pointed.

"Etherion is heading towards the sky, what's going on?!" Gray then grumbled as he tried to keep balance. "Wait a minute, that color…damn it Ben, what the hell are you doing now?!"

"Ben!" Juvia cried out… But unbeknownst to everyone, Trinity Raven escaped. Fukuro carried his fellow guild mates out via his jetpack as they watched the massive explosion go by…

* * *

…

…

'… _Huh?'_

Ben's eyes opened. He looked around to see that he was sinking into an ocean. His eyes wandered around alongside his body as masses of bubbles gently rose to the surface. Looking up to a light shining down against him, he used his arms to cover his sight.

' _What is this? Am I still inside the lacrima?'_ He wondered. _'No, I'm no longer Feedback…and this feeling. It seems…different somehow.'_

As he floated in the space, the light suddenly became brighter, causing Ben to shield his eyes. A moment later, he shot then open again with a gasp, only to see that he was somewhere else.

Looking at himself, he noticed that the Omnitrix wasn't on his wrist, and that he was wearing his old clothes from when he was ten. He glanced around, now noticing he was in a city, or rather, a familiar town.

' _This is…Magnolia?'_ He asked. He then looked down, and gasped.

He then noticed that he was in the town's cemetery. The skies thundered with a loud roar as rain streamed down. Dark grey clouds swirl around the area, giving the place an awful atmosphere. He then looked down, noticing everyone from the guild. They wore black outfits, and that finally allowed him to figure it out.

' _Oh… this is my…'_

Looking at a statue in front of them, he instantly recognized the design. It was a large circle with an hourglass symbol. Several of Ben's alien forms appeared behind it, all placing their hands on it. Ben recognized some of them: Heatblast, Upgrade, XLR8, Gray Matter…the list went on. On the base part, a large ankh was carved in, with a tombstone in front of it.

Ben's floated down to take a look, only for his face to darken…

 **Here lies our friend, Benjamin Tennyson**

 **The newest member of Fairy Tail, who joined with the Fairies in the year X784**

 **May he rest in peace…**

Ben rubbed his head, sighing. _'Guess this is my funeral.'_ He stated with a low tone.

He then looked at Makarov, who was getting ready to say a speech. He took out a piece of paper, and began to read.

" _Here lies a brave Fairy. Benjamin Tennyson has touched the hearts of many throughout the lands. Despite his small amount of time in Fairy Tail, he has shown us the true nature of being a family member."_ He began, holding back his tears by gritting his teeth.

" _His desire for justice to all that were good in this world, he used his powers for the benefit of others. Whether as a large titan, a flame being, a speeding racer, he had one thing: The heart of a Fairy."_ He then gave out, a single tear starting to come out.

" _We…will miss him."_ He then muttered, his body starting to tremble.

Ben's eyes widened at the sight _. 'Gramps…'_ He said, his mouth gaping with awe. He then looks behind the Fairies as the eight Council members arrived.

The leader, the old man named Org, then stepped forward.

" _This tragedy has left the hearts of many shattered. The connections that this young man made has drilled through our hearts as an empty seat has been made. Given that he may have been able to do great things if he lived, we have decided to honor him."_

" _The Council has voted to award this young man, and we are proud to announce, that Benjamin Tennyson is now an eternal member of the Ten Wizard Saints…"_ He finished with a bow. The other members bowed as well.

The members of Fairy Tail turned to the members of the Council, all of them frowning at their lack of sincerity to the situation. The young man then looked over to see Erza, who was standing in front of his grave. She placed roses in front of it while her face was stern with emotions. She wore a black dress and a black cap.

She, along with everyone else, then gasped at the loud roaring of a certain fire mage.

" _Son of a bitch! No, I've had it!"_ He said angrily, pushing Erza out of the way and kicking the flowers over.

Ben looked at him with surprise. _"Whoa."_ He blinked a few times. He then turned to Makarov.

" _Natsu, what are you doing young man?!"_ He shouted with anger in his voice. Ben knew he could get angry, but this felt different.

Lucy came up to him, trying to calm him down. Gray clicked his tongue as he tried to step forward, pissed off that the fire mage was causing a scene. Everyone was then cut off by a loud punch.

Natsu was sent down to the ground as he felt the blow connect to his face. Everyone gasped at the sight, mostly surprised by the one who dealt the blow. Natsu sat up and rubbed his face. He then looked up, only to shudder in the sight of his attacker.

Erza stood above him, still having her fist balled up from the attack. She looked at him with her face shrouded by darkness. Natsu tried to get up and complain but then stopped as he looked up.

She was giving off a grimacing look as tears streamed down her left eye. It wasn't the usual fear that made Natsu shrink. This was an entirely different fear that caused him to gasp and back away, sensing her murderous aura.

" _FACE REALITY NATSU!_ " Erza screamed, staring down at the fire mage. Tears began to fall down her face as she did so.

" _But Ben—"_ He stuttered, now sobbing as well.

" _NO, HE'S GONE! We failed… there's no way to get him back now…"_ She then murmured.

She then fell to her knees, covering her face with her hands as crashed down with sobs. Lucy and Gray helped her up. She let her cry into her shoulder as Gray covered her with his blazer, giving her looks of sympathy.

Ben then put his hands in his pockets as he looked up, his face now full of sadness. It pained him to see them like this, so he averted his gaze.

' _I thought I could save them…but all I did was make everyone sad again. Aw man, can't I ever do something good with my life…'_ He grunted as he gritted his teeth.

He then blinked as another bright light flashed, blinding him yet again. As he opened them, he gasped as he saw a hand come down from the skies. Ben couldn't help but stare at it as it came down, looking like some sort of divine presence. Slowly bringing his arm out, he touched the hand, causing it to shine and blind him once more…

' _Go, return to everyone.'_ A voice then said. Ben recognized the voice from somewhere, but couldn't pick up who exactly. His mind then drifted as his eyes closed...

* * *

 _*GASP!*_

"Who, when, what in Celestial Sapiens' name?! Are smoothies taking over the world?!" Ben blurted out suddenly. He then looked around, only to see the night sky in his face.

"Eh?"

Ben gasped once more as he arched his head up, blinking a few times as he looked at his body.

"Wait, so I'm not dead? Then what the hell was that stupid dream about…" Ben then grunted. He then tried to move his body, only to see that someone was carrying him.

Looking up, the first thing he saw was scarlet hair that blew in the midnight wind. His eyes widened at the sight, his gaze then following to the face of the hair's owner.

"…Erza?" He breathed slowly.

"BEN! ERZA!"

Ben turned away from the red head to see Gray and the others run from the shoreline. The gentle waves splashed along their feet as they ran along with joy on their faces. Erza then placed him down, allowing him to sit down on the floor. The cold water helped to cool him off as he watched everyone gather.

"Sister!" Sho cried out as he hugged Erza. The redhead gave him a sigh of relief as she smiled. "Sister…I thought you were…"

"Ben! God damn it you little brat, don't scare us like that!" Natsu then chuckled, slapping his back. Ben hiccupped as he did so.

"So what the hell happen back there? Look at yourselves!" Gray then said, pointing at the three.

"I almost died."

"I kicked ass!"

"I was unconscious after a fight."

Gray stopped to dead pan, before face palming. "I swear you guys are crazy. 'Specially you flame breath."

"'DA HELL WAS THAT PERV?!"

"YOU HEARD ME LIZARD ASS!"

"Well, at least they're using different words than they usually use…" Lucy remarked with a lazy laugh. "But I can't believe they can just argue nonchalantly like that after almost dying…"

"That's Gray and Natsu for ya." Happy chimed.

Lucy then blinked. "Wait, almost died? What did you mean by that Ben?"

Ben then looked over towards Lucy, rubbing his chin as he tried to take the scene out from his brain's memory. A light bulb then exploded in his mind.

"Oh, I was trying to take a blast in one of my alien forms, but the Omnitrix timed out on me. I ended up getting blown up by a black hole like blast." He shrugged. "Still kickin' though."

He then looked around. "Say, what happened to Jellal anyways?" He then asked. "Pretty sure he was in the Tower with us after we beat him."

Wally then took his hat off, looking out towards the sea. "Well kid, I don't think that even Jellal could've survived something like that."

Juvia and Erza then came crashing down on Ben.

"Eh? Erza, Juvia?" He gulped.

Erza looked at him with a mixture of worry and anger. Juvia was on the positive side as her expression was full of relief and joy. Ben gulped again as his knees went dead on him.

"Um…wait…"

 _*WHACK*_

Ben did a spit take as he punched in the gut. He then looked at Erza, whose fist was still balled up. Ben coughed a few times before groaning.

"Benjamin Tennyson…" She muttered.

"YES!" Ben saluted immediately. He began to sweat immensely, noting Erza's scary expression on her face. He didn't dare move, less he get attacked again.

"Do you have any idea how worried we were?! I thought you were going to get sucked and disintegrated inside that damn lacrima! Even Gray was worried for you!"

Gray stepped back a few times as he sweat dropped. "Oi oi, don't drag me into this…" He chuckled.

Juvia then embraced Ben in a tight hug. "…Don't make us worry anymore alright? It's not good for Juvia's heart, nor the rest of us." She said while gently petting his head.

Ben went wide-eyed again as he blushed a little, and then sighed as he returned the hug. Erza then joined in as well, surprising the young man as he saw tears running down her left eye.

"Yeah I'm sorry you two. I promise…something like that won't ever happen again... No really, I _seriously_ doubt that anything like that's gonna happen again." He then said.

Erza then pinched his cheek, causing him to groan a little.

"No! Promise us Ben." She said with an iron fist tone.

"Yes ma'am…I promise." He winced. Erza then gave him smile as she continued the hug.

"Well ain't this a sight for sore eyes…" Wally chuckled.

"Nyah! Very cute!" Millianna added on.

The others laughed as Ben became embarrassed. Juvia and Erza smiled as they trapped him in their grasp, causing the young man to groan again.

"Don't make me go Humungousaur on you guys!" He cried out comically…

* * *

 **-The Next Day-**

In the hotel room back at Akane Resort, Natsu slept like a log. He, along with the rest of the cast were wrapped in bandages from the fight. Ben however was literally wrapped head to toe, as he took the most damage. Gray laughed at him, mocking his appearance because it was hard for him to move.

"But seriously though, this guy _ate_ Etherion?" Gray huffed.

"Indeed. He gained an extremely powerful buff by doing so. It must've been because Etherion had such powerful magic." Erza analyzed as she looked at him.

Gray then looked at him. "And you said that you almost died? According to what you told me, you should've been toast. Literally!"

Ben sighed. "Well I would've been, if it wasn't for the Omnitrix. Good thing I remembered that it had a failsafe."

"Failsafe? For when the user's life is in danger?" Erza caught on. Ben nodded.

"Yeah. If it senses a high level of damage in the user's body, it takes on the form best suited for survivability and attempts to repair my body as well. Not to say I can't die, but I can recover from _some_ life-threatening injuries." He noted as he pointed his finger up.

He then blinked a few times, face palming afterwards. He grunted as he moved his injured body, causing Gray to groan.

"Oi Ben, don't move around too much." He reminded the young man.

"No, it's not that. I just face palmed because I was stupid. Why am I in bandages and wraps for?" He then asked.

"Because you're injured of course?" Erza then said, confused at his question.

"And you put bandages on the guy who has a form that can regenerate from injuries…?" He then muttered. Gray and Erza then went wide-eyed for a moment too before face palming.

"Yeah, so get the wrappings off my left arm ok?" He then said to Gray. The ice mage obliged his request and stood up. He then walked next to him and tore off the bandages.

"It's these two buttons here right?" Gray then looked at Ben. The shape shifter then nodded as Gray pressed the dials.

"Swampfire, Swampfire, Swampfire…there." He then said, displaying the Methanosian's hologram. "Alright, here goes."

Pressing the core down, Ben's body flashed again as the bandages around his body ripped off. Gray and Erza covered their eyes as the ice mage backed up a little, preparing for Swampfire's stench. Instead however, Ben was replaced with Goop instead, surprising everyone.

"Goop?" He called out as he looked at himself. "Well, that works too I guess."

Goop proceeded to regenerate himself, as his legs and arms weren't fully exposed. After a few seconds, his full humanoid figure returned, and he pressed the Omnitrix dial. Goop was then replaced with Ben, who was now wearing a black shirt and dark green shorts.

"There, good as new!" Ben cheered.

Erza then turns to the others. "But still, I'm sorry for involving everyone in my personal problem." She apologized as she gave a sad smile.

"Oh come now Erza, it's water under the bridge. It's not your fault, and everything's in the past already!" Lucy responded. Erza then gave her a smile, before blinking.

"By the way, what happened to that blue haired girl? Juvia was it, one of the Element Four?" Erza asked.

"She said something about hurrying back to Magnolia as soon as she can. Probably something about wanting to become a member." Gray replied with a shrug.

"Well that's good." Ben smiled.

Later on, Erza regrouped with her childhood friends. They each apologized to each other, reforming their bonds. As the day went by, Ben and company ate together with a fancy dinner provided by their tickets. With all the tension now over, the group had a merry time as they fooled around with joy and unwariness in their spirits.

Lucy smiled the entire time as she recorded the events of the Tower into her diary. She even talked with Erza, in which they talked about her thoughts on the matter, giving her priceless things to write on…

Days later, in the dead of night, Lucy was continuing to write, before getting cut off by the slamming of her door. Lucy blinked as Erza and Ben ran in with a worried expression.

"Erza? Ben? What's up?" She asked.

"Sho and the others, have you seen them?" Erza then said.

"They've been gone for a while!" Ben added.

"Eh?! No, I haven't…wait, don't tell me that they're planning to leave?!" She then suggested.

Erza placed a hand under chin. "That does sound logical…Ben, you and Lucy gather Natsu and Gray. We're preparing the _fireworks_ …" Erza then ordered as she ran off.

"The fireworks? Erza, you mean…oh. I see. Lucy, let's go." Ben then understood what she meant.

Erza ran. She panted as she burst out from the hotel rooms, and began her sprint towards the shoreline. As she watched the light works from the amusement park, she notices a small boat on the edge of the sand, along with three people.

"Guys!" Erza called out as she reached the cold sands.

"Sis?!" Sho gasped. Millianna and Wally looked at her with guilty expressions as she walked forward.

"Sister… We've lived our entire lives in that Tower. There's so much we don't know, so much that we don't know how to do… but that's the point! We have to go out and see the world for ourselves!" Sho confessed as his voice started to tremble. He then looked at her.

"We don't want to rely on others, nor live for the sake of someone else. We want to live on our own accord! To be able to fulfill our dreams and live to the best of our lives, that's the kind of freedom we want sis!" Sho then said with a grin on his face, releasing all his feelings of doubt.

He and the others gave her a look of happiness, making Erza smile in return. She then closes her eyes, and then opens them as she faces their gazes.

"…Hehe. With such determination, I have no right to make you stay here do I? With attitudes like that, I'm sure there's nothing that the three of you can't handle." She said with relief.

Her body then glowed, re-quipping into a new set of armor. It consisted of extravagant pauldrons with yellow decorative markings. A long white skirt flow down to her feet, with frills on the bottom and a blue banner with yellow markings hanging down from her waist. She wore gauntlets and waist guards of the same color, with a velvet cape and wing pieces on the sides of her head. In her left hand was a banner. It had a flag with the Fairy Tail emblem, which was surrounded by a laurel wreath. The pole was actually a spear with two massive spear heads, with the flag being held by two ribbons.

This armor was special. It was her Farewell Fairy Tail set, used for ceremonial purposes rather than combat. It glistered in the darkness as she breathed.

She then twirls her banner, stabbing it into the ground with the flag flowing in the wind. She then gave the three a stern look.

"But before everything, I must have you agree with three oaths before you leave Fairy Tail. Implant these words into your heart forever!" She then said.

Wally lifted his glasses in confusion. "Wait, leaving Fairy Tail? We never—"

"One!" She interrupted.

" _You will not reveal privileged or sensitive Fairy Tail information to outsiders while you still breathe!"_

"Two!"

" _You must never use the clients that you met through the guild for personal gain!"_

Sho and the others stared at her with awe while she continued her speech. Erza then closed her eyes and took a slightly deep breathe.

"…And Three!" She then clenched her banner as she said this.

 _ **" _T_ hough we will take different paths and diverge off from each other, you must continue to live your life to the fullest! Never treat your own life as something insignificant…and never forget the friends who love you."**_

At this point, Erza started to draw tears from her eye…no scratch that, _both_ her eyes. Erza gasped slightly as she felt her face before focusing her attention back. Wally and the others did the same as they heard her aspiring words. They began to sniffle and wipe their tears. Erza raises her face and the banner. She then clenches her fist as she sniffles.

" _Let the Fairy Tail Farewell Ceremony commence!"_

Ben and the others then appeared, approaching behind Erza.

"Let's go!" Natsu grinned.

Natsu faced the skies and spat out a few fire balls, in which then exploded into bright red fireworks. Sho and the others' eyes glistered as they watched them burn.

"Here goes!" Gray smiled.

Gray then ran up and shot a large piece of cold energy into the air, which then dispersed into a sparkling sky blue firework. They continued to watch in awe as Lucy did the same. She took out one of the Zodiac keys, twirling it around and gathering her magic. She then launched it into the air, causing it spread out in glistening light of yellow stars.

Ben then smiled as he ran in front of them.

"And I have something special for you!" He then said. Sho and the others turned to him as he slammed the Omnitrix core down, replacing him with Echo Echo.

The Sonorosian then tapped the dial and split into seven copies. Each Echo Echo then tapped their dials, each flashing into a different alien. Sho and the others watched as Heatblast, Upgrade, Frankenstrike, Chromastone, NRG, Arctiguana, and Feedback appeared.

"Here we go!" The aliens yelled.

Heatblast lifted his arms into the air and condensed a large amount of flames. Upgrade looked up into the air as he began to charge energy in his eye. Frankstrike clenched his fists as his conductor rods began to charge.

Chromastone then held his arms out as his body started to glow with ultraviolet colors.

NRG walked up and took off his metal head. Sho and the others looked at him for a moment, before NRG's true form flew out. It was a red being that seemed to be radiating pure radioactive energy. He wore a green and black suit that seemed to lessen the affects, so it was more like he was just giving off heat like a heater. He then curls his hands together and gathers a large amount of energy.

Arctiguana took a deep breathe, and began to gather cold air in his mouth. Feedback crossed his arms as he looked up, smiling.

The six aliens then shot out their respective projectiles. A giant fireball, a large green energy sphere, a mass of green electricity, a blast of ultraviolet rays, a large blast of radioactive energy, and a large ice ray. Feedback then propelled himself into the air by blasting electricity, soaring up into the sky.

Hovering in the air, Feedback then grins as he turns and taps the Omnitrix dial, causing it to form four spikes, and morph him into Ultimate Feedback.

"So that's the form that Ben used to take in Etherion? I knew it was Feedback!" Gray said.

Natsu then walked up. "That's not just Feedback, it's _Ultimate Feedback!" He cheered._

"Ultimate? Why's that?" He then asked. "Ben said he'll explain later." Natsu then brushed the answer away as they watched.

Ultimate Feedback's body then began to glow. His entire body turned into green energy as the attacks collided into him. Everyone expected a large explosion to occur, but they were instead surprised by a bright flash. He had begun to absorb the energy attacks, causing him to glow a brilliant green. Trails of energy swirled around him as he then smirked.

" _Take a new and improved highlight: **The Omni Chrysanthemum**_ _!"_

Feedback then launched the mass of energy further into the sky, now shining with a rainbow dazzle as it detonated into the air. It then turned into a spherical break of colorful stars, or a Chrysanthemum if you called it that.

Sho, Wally, and Millianna watched as the fireworks from both mages and aliens popped up. The other aliens combined their own attacks and created combinations of other colors as the three began to gather in their boat and row away.

Erza then looked at them with a joyous smile.

"I wish we could stay together forever… but deep down I'm sure that I'd only hold you three back. You deserve better than to be treated like so." She admitted.

Sho and the others cried out harder than ever as they looked back.

"No way Er-chan! We'd never think that!" Millianna cried with tears rolling down her face.

"If we stayed, you'd only be reminded of the terrible memories!" Wally sniffled, wiping his tears.

"But that's not all the memories we have!" She shot back with a sharp smile. "And the painful memories are the ones that make us stronger as individuals!"

As the mages and aliens continued to fire fireworks, the sky was filled with a valley of light and colors. The three gazed upon the bathe of light as they began to row. Truly, it seemed like the road off to a new land for them, an emotional farewell suitable for the best of people…

Erza then ran forward, now sobbing and raising her banner.

"These memories will stay with me for the rest of my life, both good and bad! Farewell my friends, this is not goodbye! We will meet again, I know it!"

As she finished those words, Ben and company ceased their fireworks making. Ultimate Feedback landed on the ground with a slight thud. He then tapped the Omnitrix dial, first reverting back to normal Feedback. He then did so again and changed back to Echo Echo. The other aliens did the same and then regrouped back with Echo 1. The original then tapped it once more, reverting back to Ben.

Gray, Natsu, and Lucy walk up to the shoreline with Ben, standing next to Erza. The fire and Stellar mage wave their hands out as they smile. Gray grins as he crosses his arms, while Ben simply smiles while placing a hand on his hip. The fireworks continue to go off as they go further and further.

"We'll miss you sister!" Sho yelled.

"We'll see each other again Er-chan, I promise!" Millianna waved.

"Yeah, you can guarantee that!" Wally added as his shades flickered.

Erza then smiles as she closes her eyes. "Yes…I'll be waiting for you all." She then happily whispered. Ben looks at her, and then smirks as they row off…

"Let's return to our rooms shall we? We have a bright day tomorrow, and a family of our own to be welcomed by." Erza then said, reverting back to the clothes she wore at first. Her face was all puffy due to the crying.

"Yeah, let's go. You need to clear up with puffy face of yours right?" Ben snickered.

"M-My face isn't puffy!" Erza denied with stuttering. She turned around, starting to walk off while feeling her face.

' _It's not_ that _puffy is it?'_ She wondered.

As the other four started to walk off, Lucy then turns to Ben as her face becomes slightly flustered.

"Hey…hey Ben?" She called him.

"Hmm?" He hummed as he turned his face.

"Back then at the Tower… y-you didn't see anything right? You know… when that guy… tore my… you know…" She muttered as she fidgeted her fingers.

Ben tilted his head, wondering what she meant. He then started to go through his memories, and then…

 _*SPLURT!*_

" _Huuurmph!"_ Ben's nose spurted blood. The young man immediately covered his noses with his hands as he remembered the scene.

"AH!" Erza then scowled at Lucy. "You flashed Ben?!" She roared, somehow hearing Lucy's words from a distance away.

"A-Ah no, you have it all wrong—" She squeaked as Erza turned around.

Natsu and Gray shudder in fear and backed away, holding each other for dear life, as they sensed the Erza Stare.

" _LUCY…_ GET OVER HERE!" Erza ordered as her eyes busted with flames.

"A-A-A-Aiyeeeee…" She stuttered as she began to back up. Ben then sweat dropped as he gave her a look of sympathy while blood dripped down his hands.

"Better start running." He warned.

" _NOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!"_ She screamed, beginning to speed off and away.

"GET BACK HERE LUCY, WHAT THE HELL DID YOU SHOW BEN?!"

As the two girls ran off, Natsu and Gray recovered from their shock and walked up to Ben.

"What did she show you?" Gray asked.

Ben turned to him and rose an eyebrow. "What else makes a guy's nose bleed?" He retorted.

Gray then blinks, before blushing.

"O-oh… Well, for the meantime, let's go back alright?" He then said with a hesitant smile.

* * *

 **-With another pair-**

Though in another part of the resort… a familiar pair got off the train station, and walked off into the road. One of them, a blue haired girl then notices something strange about the place as she points at the resort.

"H-Hey Carla?" Wendy squeaked.

"What?" She asked, now facing her. The white cat was looking at a brochure.

"W-Why's the resort…" She gulped nervously.

"Hmm?" She murmured, now looking up.

Her eyes then popped out as she did a spit take.

"WHAT THE HELL IS THIS?!" She screamed with shock.

The paired looked at the resort…or rather, what used to be it. It looked like a tornado went through the place. The buildings were smashed, the rides were broken off, and the apartments were on fire.

"Who could've done this…" Wendy murmured as she rubbed her arms.

"Why does this remind me of a certain guild…?" Charla scratched her head.

"Huh? What guild are you talking about Carla?" She then turned to her feline friend.

"I've heard that there's a guild that does excellent work, but they cause a lot of collateral damage in their wake, specifically a few individuals within the place." She answered.

Wendy rose an eyebrow as she looked at the wreckage, and then back to Carla.

"What's the name of this guild?" She finally asked.

Carla narrowed her eyes.

"…It's **Fairy Tail**."

"Aww… and after we managed to get these tickets!" She cried out, holding them out.

"Well, we might as well stay the night. They must have some rooms left." She then said.

Nodding, the pair walk off to the main building. The inside was a mess, but the staff was doing a good job with cleaning up. Wendy and Carla then approached the reception.

"H-Hello…" She greeted.

The receptionist turns her face. "Oh, hello there dear! Can we help you?" She asked nicely.

Wendy nods, and brings the tickets out. The receptionist takes them, and then gives them a sad smile.

"I'm sorry dear, but it seems that the rides are in maintenance, as well as the water resort."

"It's alright. We were hoping that you had some rooms left for the night though." Carla then said.

"Sure, please give me a moment." She then said. She then took out a notebook, and began to turn the pages. After a few seconds, she looks up again.

"Well ladies, you're in luck! We have one more room available, room 11. Is that alright?" She then asked.

The girls nodded, and the receptionist hands them a key.

"Then have a good night!" She smiled. Wendy bows with thanks, and then walks off with Carla.

"Room 11… over here." Carla pointed out. Looking at the brochure, which had a map, she directed herself and Wendy over.

As they walked, Ben and Team Natsu appeared from the opposite side and out of the other pairs' sight. They then climbed up a set of stairs, approaching a line of dorms.

"Well, good night everyone." Erza then said.

"My back…" Lucy whimpered.

Gray and Natsu approached a room, labeled #8. Taking a key out, he opens the door and the two along with Happy enter. Erza and Lucy approach room 9, and proceed to open the door.

"Goodnight Ben!" Lucy waved.

Ben waved back as they closed the door. He then walked over to door 10. He sighed as he looked at the number.

"Room 10… _*sigh*_ what's with all the coincidental mis-happenings?" He grumbled as he took the key out.

As he opened the door, Wendy and Carla appeared. They noticed that his door was open, but didn't know that it was him that was behind it. They ignored the person behind the door as they approached room 11.

' _Room 11 right? Okay then…'_ Wendy thought.

As she opened the door, it made a sound and made Ben's ears twitch.

' _Another person? Hmm, I probably shouldn't disturb them.'_ He decided.

As they approached the entranceway, Wendy sniffs the air, and notices a familiar scent. She went wide-eyed for a moment as she heard the door of room 10 close.

"This smell…" She said.

"Hmm? What smell Wendy?" Carla then asked.

Wendy blinked for a moment, before ruffling her hair.

' _This scent…no, it couldn't be.'_ She shook her head. She then looked at her partner.

"I-It's nothing Carla. Come, let's get some sleep." She then redirected the subject.

Carla twitched an ear in suspicion, before letting the topic go with a shrug. The two then then entered their room and closed the door, narrowly avoided an encounter…

* * *

 **-A few hours later-**

Erza quietly exited her room, making sure not to wake anyone as she closed the door. She then sighs as she begins to walk down the stairs, but then intercepts a message.

' _Erza, do you have a moment?'_ The voice said.

Erza stopped. "This voice…Simon? Where are you?"

' _Over by the beach. Can we talk for a second?'_

"Sure, give me a second." She replied. She wondered where Simon had went. After they returned from the explosion, he disappeared from the others.

She wondered what he wanted as he approached the shore. There she saw him, now wearing a simple black shirt and brown pants. He still had his eyepatch as he turned around.

"Simon." She called out. She then came closer. "You wanted to speak with me?"

"Yeah. I've decided on my next course of action." He said as he turned back to the sea.

"So you'll be joining Fairy Tail?" She then said.

Simon then turned around again, and shook his head. "No, I won't be doing that." He admitted.

Erza blinked. "Then where will you go?" "I can't think of many other places that you'd like to go to."

Simon then chuckled. "Say…did I ever tell you that I have a younger sister? A little girl with dark purple hair? She always wore a white ribbon with the bow on top."

She blinked, not expecting that. "Oh, her? Back from when we were living in Rosemary Village?" She then smiled.

"Yeah. Her name's Kagura. She's around three years younger than us. She's probably a fine mage by now." He then sighed.

Erza nodded. "When we were captured all those years ago, I made sure that she was hidden." She confessed.

"What?! Are you telling the truth?" Simon then gasped. Erza nodded again. "She's probably one of the few children who didn't get captured that day…"

"Amazing…so she must be at one of the guilds in the Kingdom…" He then realized. "Heh. Then my road's carved out."

"You're going to find your sister then? Go for it, she probably misses you a lot." Erza smiled.

"Heh, she probably thinks I'm dead." He then sheepishly laughed from the joke.

Erza chuckled too, but then gave the same expression that she did at ceremony.

"So this is goodbye huh?" Erza then said. "Then before you go, I'd like to re-enact a ceremony for moments like this. I've already done it with Sho and the others, so I hope you don't mind."

Simon then shook his head, giving off a warm smile. "Of course not. I'd be honored."

Erza then smiles, and then re-quips into the Farewell Armor. She stands straight and firm, re-telling the three oaths to Simon. As she did so, both of them drew tears. After Erza ended the last line, she reverted back, and the two embraced.

"I hope we meet again, Simon." Erza whispered.

"It's a promise Erza." Simon confirmed it. The two then let go of each other, and exchanged a handshake.

Simon then starts walking away from the beach, but then he stops for a moment.

"Take care of Ben alright? The kid's got a great future ahead of him."

Erza then snickered. "I got it."

Simon then glances back and smirks, and walks away. Erza turns back to the sea, smiling as she looks up at the stars.

"May the stars guide us all…" She murmured…

* * *

 **-The Next Day-**

As the team gathered their belongings, Lucy and Ben apologized to the staff for the destruction they caused, and told them to bill Master Makarov. As they approached the station, Erza looks back at the resort.

"So much has happened…" She said, now wearing a white dress shirt and a blue skirt.

"Yeah…but now, it's all over right?" Lucy then said.

The scarlet haired girl nodded as they got on the train. While they did so, Wendy and Carla appeared again. The blue haired girl was nibbling on a piece of bread as Carla crumbled the brochure.

"So much for this trip." She grunted.

"W-Well perhaps next time the place we go won't be utterly destroyed." She said with a weak chuckle.

"Let's hope so…" Carla muttered.

The pair then got on a train that led north. Carla groaned the entire time as they went off, with Wendy trying to cheer her up as they went off into the distance…

Back with Team Natsu, the flame head and ice pants were bickering once again.

"My fireworks were better!" Natsu roared.

"Mine was more dazzling!" Gray argued.

"I had more of an impact!"

"Mines were more colorful!"

Ben groaned as he covered his ears. He then glared at the two as he activated the Omnitrix.

"Ugh, do you two ever stop arguing?!" He shouted as he pushed the core down, causing everyone to look over.

The resulting flash replaced Ben with Swampfire. Erza, Happy, and Lucy covered their noses as Gray and Natsu looked over.

"Eh?" They both said as Swampfire held his palm out.

"Take a chill pill you two!" He said with his nasally voice, spraying out spores from the hole in his palm.

Natsu and Gray were splattered with a green gas which then made them drop down and fall asleep. Swampfire then sighs a little as he looks down.

"There. That oughta keep them asleep until we get back." He predicted, tapping the dial and reverting back to Ben.

"That's useful." Lucy remarked.

"Yeah, but I don't want to do this every five minutes. Please try to get those two to avoid any more arguments alright?" Ben then begged.

Lucy, Happy, and Erza chuckled as they nodded. Ben then smiled as he took a seat. The train then began to roll as the two mages slept on the floor. Neither one of the group bothered to pick them up, which was alright since no one else in the ride seemed to care.

As Ben looks out the window, he sighs with a cheery tone as he supports his chin with an arm, enjoying the view as the two girls giggle at him. The gang them proceeded back to their home, and boy would they be surprised at what they saw…

* * *

And there you have it folks, the ending to the Tower of Heaven Arc. I'm going to be making a pre-introductory to the Battle of Fairy Tail Arc. I'll use it to set a standby for some more filler chapters, since I don't want to rush into the Arcs all at once, and a little Wendy cameo for the heck of it. I'm sure you guys would like it, I thought it was alright...well since I am the author. Flooooof!

But anyhow, woohoo! This is our 20th chapter, and we now have or 200 reviews for this story. Thanks so much for continuing to read The Null Fairy everyone! The story now has over 37,000 views!

With everything now out of the way, it's time to sign off! Thanks again for reading everyone, please rate/review this story if you want, and see you in the next part! Toodles!


	21. Saints Blues Academy Pt 1

And we have it folks, yet another chapter!

So, like I said before. I wanted to introduce another 'filler' Arc before introducing the Battle of Fairy Tail Arc. There's gonna be a little mentioning of it in the first part of this, but then the other part starts after.

 _Sean Bruce_ _:_ True. I always did wonder how Jellal lost his memory. Naturally one would think that the aftermath of Etherion wiped his memory, or his uplifting from Ultear's influence would be the explanation. Good ideas furthermore though, thanks again.

 _Ultimatrix bearer:_ I've tried my own explanation for the Evolutionary Function. I don't think Azmuth would give much of a damn for the Omnitrix's user, much less since Ben didn't convince him of the importance of the Universe. Of course if something extremely dangerous happened, that might change his mind, but I don't think so right now as of the moment. See this part for yourself I guess.

So now, with that all out of the way, here's to another chapter of The Null Fairy! Please rate/review if you want.

And as always, I do not own anything related to the subjects of **Ben 10** nor **Fairy Tail**. Please support their official releases, and happy reading to you all!

* * *

 **Chapter 21** : _Saint Blues Academy Part 1_

"Eh? You want to go out for another job?" Gray spoke, showing slight surprise.

"Yeah, I have some things that I want to test out in the field, and I figure that I could use the extra money too while I'm at it." Ben shrugged.

The two were talking as they got out of the train. Lucy and Happy were walking alongside Erza and Natsu as they struggled to help bring the redhead's luggage out.

"But the festival's going to be held in a couple of days though." He blinked. He then took out a flier that he got from a local store. "Here, take a look."

He handed Ben the slip, and watched the Omnitrix wielder as he proceeded to scan its contents with his eyes. Ben then squinted at a part of it.

"Miss Fairy Tail, a parade of sorts. Sounds like fun." Ben smiled. "But the events seems to be taking place a couple of days from now, so I'll still take a request after all." He decided. Gray then sighed as he shrugged.

"Whatever suits your needs? Just come back in time for the Fantasia Parade yeah?" Gray then told him. Ben then nodded as he readied the Omnitrix.

Turning the dials a few times, he morphs into XLR8. The familiar green flash makes the others whirl around, only to see a zip of blue flash by their eyes. They then turn to Gray, who shakes his head while shrugging again.

"The kid wanted to take another job before the annual festival." Gray explained. Erza then turned her face towards the direction of the Guild. "Will he be back for the parade?"

"Yeah, I made him promise. Don't worry about it, I'm sure he'll pick a decent job that doesn't take too much time to complete." He then replied. "But anyhow, let's go to the guild already, my stomach can't take much more of this." He then said dryly as his stomach growled.

XLR8 zoomed into the guild site, but only to see a fully established guild hall in its place. He almost tripped at the size compared to the first iteration.

"Woah! So this is the new Fairy Tail eh?" He rubbed his hands, well claws with excitement. "Let's check it out!"

Tapping the dial and reverting back to Ben, the boy began to walk through the gate. His eyes immediately went towards the sighting of an open air café and a goods shop. As his pupils gazed upon the store, a certain item caused his eye to twitch.

Walking towards the shop, he looks up at the figure which was causing him to puff up his cheeks in annoyance.

"Jamais vu…" He grumbled. The shop keeper then looked at him, his expression going wide eyed as he leaned forward.

"Oh, so you're the fellow that I've heard so much about!" He called out. Ben blinked a few times, his expression reverting back to normal as he turned to face him. "Nice to meet you Ben, the name's Max, Max Alors."

Max's appearance consisted of beige hair cut in a bowl undercut, which also had two bangs downing down. He wore a blue top as he stood behind the counter. He extended his arm out, giving Ben a second to look at him.

"Ah, likewise. You're a Fairy Tail mage too?" He then asked, accepting his gesture. "I haven't seen you around here before."

"Yeah. I wasn't present during our little fight with Phantom Lord because the master had me go to Business School." Max admitted as he waved his hand around.

"He probably thought you'd be suited for something like this yeah?" Ben joked with a chuckle. Max did a lazy chuckle as well. "So, what're you selling here?"

Max then lifted himself up and moved an arm behind himself.

"Fairy Tail souvenirs and goods! We got T-shirts, towels, mugs, wristbands and bracelets, all that good stuff. Oh, we also got some figurines as well!" Max smiled deviously at the last part.

"Figurines? Of who?" Ben asked innocently.

"Who do you think…? Oh of course you know, it's the girls…!" Max heaved. Ben then flinched as he took out a Lucy figurine. "Even comes with detachable clothes and realistic features!"

Ben could've sworn he felt someone shiver from a distance away. "Huh…" He sweat dropped. "Well, I guess I'll be going now. See ya Max!" Ben waved goodbye.

"Yeah! Be seeing you!" He returned the gesture. Ben then huffed and puffed his cheeks again.

"You didn't mention that other thing that was so blatantly displayed on your shelf…" He muttered.

He glanced back, growling at the figure. Zooming in, it was actually figures of Ben's aliens, though their appearances were all mixed up, and there were even some made up aliens as well. Ben sighed as he turned his face back, walking into the guild.

As he entered the doors, his eyes widened at the sleek design and spacious atmosphere. He glanced all around as he walked forward. As he did so, a familiar Letter Magic user waved at him.

"Ben!" Levy shouted out.

"Levy. How's it going? I see you're all fixed up now." He said, looking at her down and up.

"Yep, check it!" She said, twirling around. "You saw the place right, pretty impressive huh? We even have a pool behind the bar!" She pointed with her thumb.

Ben looked over. His eyes then dilated as a mischievous idea got into his head.

"Oh the havoc I could cause by messing around in there…" He chuckled darkly.

"Eh? Did you say something?" Levy then said, snapping Ben back to reality. "Anyway, we also have a recreation room downstairs where the storage used to be!" She then pointed up. "And now the second floors available for everyone!"

Ben looked up and hummed. "Hmmm…" He hummed, placing a hand under his chin.

Levy recognized the look on his face, and then wrapped her arm around him. "But you still have to be an S-Rank to take S-Class Requests!" She giggled. Ben's figure whitened as he clicked his tongue in disappointment.

As the two continued to talk, the footsteps of a familiarly elder man made then avert their gazes. Makarov greeted them, wearing his usual jester-like outfit.

"You're finally back Ben." He chuckled.

"Gramps!" He smiled, but then his and Levy's attention turned to the person standing next to him. "And…"

"Yep! This girl is our newest member, Juvia." He smiled. Juvia bowed, now sporting a new appearance.

She now had her hair cut, and wore a blue dress with white on the bottom over a white sleeveless turtleneck shirt. Wearing a dark blue skirt underneath, she wore white Kneehigh boots with black accents, along with a new blue and white hat. She bore a badge on her shirt that had Fairy Tail's emblem on it.

"Wowzers Juvia, you look like a new person!" Ben remarked, gazing upon her figure.

"Teehee!" Juvia smiled.

Makarov then smiled as he continued to talk. "And we also have another new member." He then said.

A figure then lifts his head up, grunting a little as he turns around.

"Heh?!" He said.

Ben turns around, only to find a familiar black haired mage. His eyes widened for a moment, before smirking at the black Fairy Tail emblem on his left shoulder.

"Huh. So you're Gajeel?" Ben said, walking up to him.

"Yeah, what's it to you brat?" He growled.

Ben then smiled. "Oh nothing, it's just cool that we have another badass in the guild!" He then said, nudging him with his elbow. Gajeel didn't expect that kind of answer as he flinched.

"Oh? I thought you would be more aggravated by his appearance Ben?" Makarov then said. Ben turned around, a question mark appearing above his head.

"Eh? Why would I? Back then, he was only following orders from his guild. I'm sure he's not a bad guy deep down." He said nonchalantly as he patted Gajeel's shoulder.

"Oi." Gajeel dead panned.

Ben then turned around. "Besides, his metal was really tasty!" He then said.

"Huh?!" He sweat dropped again.

"Ho ho. Gajeel-kun, you might not know this, but Ben here actually _ate_ your metal attack on the guild building back then. He literally chomped it down to the ground." He chuckled, causing Gajeel to look back and forth.

"You serious? Heh, you're a weird kid." He then said. Ben put his arms behind his head.

Team Natsu then approached the site, entering the building.

"Woah, check it out." Gray whistled.

"Amazing isn't it?" Erza said. Lucy nodded with awe.

"It's different…" Natsu muttered. He then sniffed the air, causing his eyes to widen. "Huh? This smell…you!" He then shouted, darting his eyes at Gajeel.

"Huh, what're—Wha?! You!" Gray then flinched.

Juvia then ran in front of them. "N-Now now everyone, Juvia asked him to come!" She tried to break the tension.

"Why is an enemy of Fairy Tail here?!" Erza growled. Makarov then walked forward. "Now now children. Yesterday's enemies can become today's friends."

"Juvia I can accept, but not him!" She shouted. Ben then made everyone gasp as he put an arm around Gajeel.

"Hey come on now, everyone deserves a second chance yeah? Don't you think so Gramps?" Ben then said. Makarov nodded. "It's a responsibility for old folk like me to guide the young on a proper path, especially for those who have fallen astray. He's not a heartless person down to the core ya know."

Levy then nodded as she cowered behind a table. "Y-Yeah. I…I'm ok with it." She stuttered a little. Jet and Droy had hawk eyes on Gajeel.

Erza then sighed. "…If the master decides it so, then we have no choice but to obey then." She reluctantly decided. "But we will observe his actions in full time for the time being."

Ben then got off Gajeel and ran to the Request Board. He randomly took a job and then ran back. He then looked around, noticing the atmosphere.

"Well then, if I'm not needed I guess I'll be going!" He said cheerfully, popping the Omnitrix and becoming Jetray.

Gajeel eyed the transformation for a bit as Jetray flew out. He then sat back, humming.

"Huh, so that's the guy who fought Master Jose." He then said.

* * *

 **...**

Jetray sighed as he exited the place. He glanced back for a moment, before returning to his quarters. As he got down and entered his lab room, he reverted back to Ben. He then placed the request sheet and placed it down, jumping down to a chair and zooming over to a terminal.

"Alright, now that I have the opportunity, let's collaborate the data from that previous interaction…" He muttered.

He pressed the 'Y' on the Omnitrix, causing it to open up and reveal the small lacrima. He then took it out and placed it in a tube. A bunch of sounds beeped as it detected the lacrima. As the 'Y' returned to normal, Ben typed on a keypad, launching several tests. He then looked over to the lacrima, and back to the screen.

"The program uses a fair amount of energy for the initial transformation. I guess to simulate the Evolutionary Process it needs it. And since it did so, I wasn't able to maintain form and it made me time out immediately…"

Picking up the lacrima, he holds it up to a light, seeing that some part of the energy has been depleted. He then places it back down, his fingers going back to typing.

"The energy from Etherion is amazing. Barely an eighth of the energy was used to initiate the Evolutionary Function. Maintaining the Ultimate form however nearly drained it halfway after two transformations. Huh, and it was a struggle to develop the system as well." He remarked, closing his eyes as he went through a memory.

* * *

 **...**

Going back to a few days after the Phantom Lord incident, Ben returned to his quarters after his interrogation from the Rune Knights. The boy sighed because of the questions that they asked him. That, and that the interrogation was long and boring, he was relieved to getting back to his personal agenda.

Entering his quarters, he took out the spare core from the drawer. He then hook it up to his terminal with some wires as he readied the Omnitrix. Ben was contemplating on which alien to choose, but then smiled.

 _"I might as well go with my smartest alien then_." He huffed, pressing the core down.

As the familiar green flash showed up, Ben jumped up. As he was replaced with Gray Matter, the small frog alien landed on the table, posing with a victorious Y pose.

" _Success_!" Gray Matter proclaimed. He then looked over by the core. _"Now then, time to get to work_."

Walking over to the core, he tapped the face plate, causing it to open up. Gray Matter then ran over and grabbed some cables and wired them up to some of the circuits.

 _"There, the establishing link has been form. Now to initialize the program's activation_." He muttered. Walking over next to the terminal, he pressed a small button. A little drawer opened up, revealing a small keyboard. Gray Matter picked it up and walked over to the front of the screen.

Typing for a long time, he glanced up every once in a while to make sure his calculations were correct.

 _"Hmm, implying a simple alteration to the DNA strands may disrupt them. Good thing I made a spare to download them in, or else things would've gone to the red zone_." He remarked, glancing at the core. " _Now then_."

 _"Let's see here, if I place the alien DNA signature in a simulated experiment like this one, hm… I get that result. If I wish to apply a process to strengthen my alien forms, perhaps if I changed this scenario to something more dangerous… ah hah_!" He snapped his fingers.

 _"Placing a DNA sample into an implied_ 'worst-case' _scenario causes the lifeform to adapt to the harsh environment. According to the results, most forms result in adapting abilities more suited towards combat. Must test this experiment out in the real world…_ " Gray Matter noted. He then looked at the core once more.

 _"Now then, which alien should I experiment with first_?" Gray Matter hummed. Tapping a button, it displayed the Omnitrix's list of currently unlocked DNA samples.

 _"Well, if my human form had to choose, let's go with_ him!" Gray Matter decided with a smile. " _Now to apply the program, save it, create a copy…and presto! The prototype Evolutionary Function is complete_!" He cheered, raising his arms up.

Gray Matter then tapped the dial, reverting himself back to Ben. The boy squirmed with excitement as he detached the wiring on the core. Ben then sat down, and pressed some buttons on the Omnitrix. After a few seconds, the core popped out. Ben then gripped it, and gently wiggled it.

 _"Alright…gently, gently…ok_." He murmured. A little sound was made when he pulled out the original core. Gently placing it on the table, he grabbed the other core and placed it in the hole. A slight zap was made as he did so, but then the faceplate lit up, confirming its attachment.

 _"Whew…ok, time to test this bad boy out_!" He grinned, running out of his room.

After exiting his quarters, Ben ran out of town, and into an open plain. Ben then activated the Omnitrix again, and turned the dial until reaching his selected alien. He then pushed down the core, replacing him with a familiar flaming headed alien.

"Heatblast!" He yelled. He then looked down at the Omnitrix dial. _"Alright, if I'm correct, this should work…_ "

Heatblast then took a deep breathe, and then…

"Omnitrix, initiate program, ID: **Ultimate**." He uttered.

The Omnitrix glowed green for a moment, before beeping for a couple of seconds while flashing a few times. After a couple of seconds, it glowed once more, with a conformational beep.

 _ **"** ** _Co_ mmand confirmed. Prototype Evolutionary Function initiated. Activating, please hold…" **_It said. Then… _**"Program initiated, test functions available for usage."**_

Heatblast then sighed, and held his palm over the dial. His arm shook a little, but then he held the rim, turning it. The core then popped out once more, causing him to breathe in and out again.

 _"…Alright, he goes_!" He winced, pressing the core down.

Heatblast felt a discomfort as he pressed the core down. A wave of green energy came out of the Omnitrix dial, traveling around his body. His red rocks turned charcoal black, and his inner yellow magma body turned dull gray green. His body turned more muscular, with his elbows now having spewing flames come out of them. On his shoulders, miniature volcanos spewed out smoke. His head turned to a more demonic looking form and his eyes now had a grey coloration. The Omnitrix dial now had 4 spikes coming out of it in an 'X' shape. The Fairy Tail emblem appeared as a green rock on his shoulder.

 _"*Pant* *Pant*_ A-Alright, I-I did it! It's **Ultimate Heatblast**!" He roared out with a burning voice.

Ultimate Heatblast looked at himself, gazing at his new body in awe.

"Woah…So this is how a Pyronite would look like he/she were to evolve in a worst case scenario. I wonder what power comes with… _GURGH!_ " He grunted.

Ultimate Heatblast winced in pain as his body started to produce green sparks. He went down onto a knee as he growled.

"H-Hey, what's going—" He groaned. He then gasped at the sound of a familiar beeping.

The Omnitrix dial flashed red, replacing Ultimate Heatblast with normal Heatblast, and then Ben. The young man rubbed his temple as he stood up. Shaking his head, he looks down at his arm, only to see the core having a little smoke coming off of it. Ben then face palmed.

 _"Ugh, time for a debugging…_ " He grunted as he walked back.

Returning back, he removed the core. After replacing it with the original, he wired the other core back up. Ben then typed for a bit, inspecting his data.

 _"Now then, where's that error coming from…ah_!" He yelled. " _There it is…wait a minute_." He then muttered, squinting at the screen.

 _"If these calculations are correct, then that means…aw man_." He face palmed again as he leaned back on his seat. " _The transformations take too much power! Ugh, I know that the Omnitrix has a power supply that'll live beyond my years, but the stupid thing won't let me alter the energy sequence. Probably to prevent damage to my DNA…_ " He grunted as he placed a hand under his chin.

He then looked at the core. " _I have to find a suitable catalyst for inserting energy that's able to allow and sustain the transformation process. Hmm, it'd probably be good if it could re-energize itself too. I probably have something like that lying around here…darn._ "

* * *

 **...**

Ben sighed at the memory, and then looked back at the core.

"Well, I finally found a suitable power supply. Now it's just a matter of recharging that mass of energy." He then stated. He then tapped the table for a moment, before gasping at an idea.

"I've got it! How about a solar recharger?" He then said. "Plus, if I add the Conductoid retractors, oh and possibly add in a Crystalsapien conductor crystal…oh this is it!" He giggled.

He quickly activated the Omnitrix, and transformed into Echo Echo. The sonic alien then split into three. Echo 1 tapped the dial and became Gray Matter. Echo 2 became Feedback, and Echo 3 Chromastone.

"Well, at least if we hurt ourselves, we won't have any side damage…" Feedback said. Gray Matter nodded. "Ok then, let's go over there for a bit."

Moving to a separate room, the three closed a door. Several loud sparks were heard, along with the occasional whacking of metal and crystal. After half an hour, Ben came out with a small device. Ben then attached the device to the lacrima.

"Now then, it should…YES!" He clenched his fist and punched the air.

He reattached the lacrima to the Omnitrix, and then grabbed the request sheet. He then took a look at it, humming as he exited his quarters. He then walked back towards the guild.

* * *

 **...**

"Alright, seems simple enough. A spying mission huh? Let's see here, it seems that someone wants me to investigate strange activities in a boarding school…wait a sec." He then stopped.

He brought the paper closer, scanning his text. He then flinched, panicking at the sight of the paper.

"T-This is… a girl's only school?! OH HECK NO, I AM NOT CROSSDRESS—" He then gasped as he felt an eerie amount of stares targeting him.

 _"Oho…"_ 4 girls chuckled darkly. Ben turned around, only to see Lucy, Levy, Juvia and Erza.

"G-Girls?" Ben backed up.

"I heard something about a girl's school…?" Lucy chuckled. Erza zoomed and took the paper away from him, causing Ben to gasp with comedic shock.

"Ah, that's…" He mumbled. Erza's eyes then flickered. "Aw crapbaskets…"

"You can still do this job Ben…all you need is a good disguise!" Levy giggled, latching onto Ben's back.

"H-Hey, what're you—" Ben then went pokerfaced as Erza picked him up and lobbed him over her shoulder, blinking a few times.

"…Eh…?" He sweat dropped, looking around with blank eyes.

"AND OFF WE GO!" They all said, dashing off. Ben cried out comedic tears along the entire way…

* * *

 **...**

The girls had carried him to Fairy Hills, a dormitory in which most of the females of Fairy Tail lived. Erza was the one who kept watch over the place, so she basically had control since she was the matron.

The girls arrived at the dormitory, giggling at the squirming Ben. He then looked at the place.

"What is this place?" He gulped nervously. Erza then glanced at him.

"This is Fairy Hills, it's a dormitory for the girls here at Fairy Tail." She winked.

"Eh? W-What the heck are you guys going to do?" He then teared up. He then saw Erza's face.

 _'Oh no…'_ He knew that look on her face. It was when she was thinking of something cute. _'This is gonna end bad…'_ He croaked.

Entering the building, Erza and the others entered Erza's room. Levy somehow found some rope and tied up Ben. He wondered why Erza kept rope in her room, but his answer was nearly revealed as his eyes glazed over a collection of novels. The shape shifter blinked a few times, wondering if the cover images were playing tricks on his eyes. Unfortunately however they were not. Ben then lazily chuckled as he looked at Erza.

"Hmm? What's the matter Ben?" She asked. Ben then glanced over at the pile again.

"I didn't think you were the type of read that kind of stuff Erza." He then countered. Erza blinked, wondering what he meant. He then gestured over by that direction, causing her to look, and then do a spit take.

Lucy and the other girls peered over, ogling the pile. Juvia lifted one up, her face slightly flustered.

"Juvia cannot believe the contents of this book!" She breathed out. Levy shook her head as she waved a finger.

"Didja know, Erza actually comes over to pick stuff like that every so—"

 _*Whack!*_

Ben flinched a little as he saw Erza silence Levy with a neck chop. She then glared at him with a devilish smile.

"Now then girls…I think it's time for the operation to begin~!" Erza licked her lips. She then opened a bunch of magic circles, each letting out various clothing meant for a twelve year old girl.

Ben rose an eyebrow. "Wait, why do you have clothes meant for younger girls Erza? Wait… don't tell me you store _everything_ in that pocket dimension do you, including—"

A wig then came down and landed on his head.

"…Wha…" He leaned forward, making the wig fall forward. He then backed up. "Oh crap."

"Yes Ben I do, _indeed_ I do…" Erza then said. "Now then, which school is this request taking place?"

"Saint Blues Academy ma'am! It's up northwest of Magnolia Town! Their colors are blue, white and black ma'am!" Levy saluted, recovered from her initial attack.

"Thank you my good lady!" Erza bowed. "Lucy, Juvia, help me search for such a uniform! I've collected literally _dozens_ of outfits over the years!" She boasted. She then turned to Lucy.

"Lucy, keep Ben from escaping and using the Omnitrix." She then ordered. Lucy nodded and then brought out a key.

"Yes ma'am. Here we go Ben! _**Open the Gate of the Maiden: Virgo!**_ " She called out.

A yellow magic circle flickered with the familiar doorbell sound. A moment later, a pink haired maid with blue eyes appeared. She wore a maid's uniform and had shackles on her wrists.

"Is it punishment time Princess?" Virgo suddenly said, bowing.

"Nope, but's it's time for a makeover! For our guess here especially." She replied, gesturing over to Ben.

Virgo turned her eyes towards him, causing him to gulp a little before giving her a sketchy smile. "Uh, hi there. My name's Ben, nice to meet you Virgo." He greeted.

The spirit blinked, before smiling a little. Lucy couldn't believe her eyes.

"Such a darling." Virgo stated, causing Ben to blush a little. "Aw stop it, you're embarrassing me…" He chuckled sheepishly.

Virgo giggled a bit. "Princess, does he require a certain set?" Lucy nodded, and whispered the details. "Understood. I have exactly what you need. I'll be right back." Her eyes flickered, causing Ben to shudder for a moment.

Virgo vanished for a moment, and after a minute, she returned with a blue and black sailor uniform that had long sleeves. She also carried a long brown haired wig, one that would go down to the elbows. Ben did a spit-take as they showed him the uniform.

"Sir, our leader has personally recommended this garb for you." Virgo stated. Ben rose an eyebrow.

"Leader? Who is…oh that dumb lion!" He then groaned. "I swear to the Celestial Sapiens Loki's gonna pay…" He promised. He could see Loki laughing on the ground back at the Spirit World, but why would he have that for?

Erza clapped her hands together. "Good. Now then… _strip." She demanded. Ben looked at her for a moment, before trying to roll his way out._

"OH HECK NO!" He screamed. Lucy pointed at him. "Virgo!" She commanded.

"Yes Princess!" She acknowledged, grabbing Ben and stripping him in an instant. Ben cried out comedic tears as he fell dead onto the ground.

"I've been violated…" He murmured, laying only in his undergarments. Erza then stood above him with the clothes.

"Now then, let's try them on ok?" Erza gave him a warm smile. Ben frowned at the creepy smile, but then sighed in defeat.

 _"_ *S _igh*_ Fine. But get out." He then shooed them away. The girls closed the door, leaving him alone. He stared at the clothes, before gulping nervously. "Guess I have to…" His eye twitched.

Several minutes later, he opened the door again. The girls all squealed and giggled at his appearance. Surprisingly enough, his face was a bit feminine for a guy, which made the disguise all the more better. Ben felt a piece of his pride get shattered to pieces as he stood before them.

He was now wearing a brown haired wig with hair going down to his elbows, it was tied with flanking twin-tails which had black ribbons. Wearing a black and blue sailor uniform, with the collar being black and white. The sailor tie was blue, along with the skirt, which went down to the middle of his thighs. He wore black leggings, and brown shoes.

Ben's face was red from embarrassment as he looked at himself. Virgo them handed him a small device. He looked up at her, wondering what it was.

"A voice changer." Was all she said, and had to to make him flinch again with a frown. The young man wrapped it around his neck, underneath his uniform. He then pressed the button and coughed a few times. His voice then began to change, now completely sounding like a girl.

"This is so not cool…" He grumbled. Juvia hugged him, rubbing his face.

"Oh you're so cute Ben!" She squealed. Ben then pouted as she let him go. "Now you're ready!"

Ben looked at himself for a moment, and then sighed. "Well, at least this is a good disguise." He said, his voice now sounding like a girl's (Rin's Voice!). "Well, I guess I'll be going."

As he walked out, the girls took pictures of him unknowingly. Perfect angled shots were made as he walked on, somehow not noticing the girls. He sighed as he readied the Omnitrix with the sheet in hand.

 _'Hopefully this doesn't alter my alien's appearances…'_ He hoped. _'I should probably bring_ that _there too, to avoid revealing my identity.'_

Transforming back to XLR8, he zoomed off into the distance, leaving everyone. Erza then did a sigh of satisfaction, and spun back towards the rest of the group.

"Whew…that was a blast. Now then girls, we should be heading off to prepare for the Parade." She then smiled. The girls rose their arms in unison as they walked off…

* * *

 **...**

XLR8 sighed in relief that his appearance wasn't altered. He did wonder how to the schools were like in this world. He had heard of All-Girls schools before, but he never saw one in person. This actually made him quite interested for a change.

Heading northwest, he crossed a giant plain. Apparently he heard that Saint Blues was near Shirotsume Town, a town that was actually near the Blue Pegasus guild. Lucy had told him that she, along with Natsu and Happy, took a request to care of a corrupt politician by the name of Everlue, and was actually the mission in which she obtained Virgo's key. XLR8 smirked at that remark as he made his way.

Soothing chirps of birds soon echoed through the environment, giving XLR8 a nice feel as he dashed past through the wind. As he zoomed by, he then eyed a giant facility. Yep, it was definitely a school he saw in the background. But his requester was a man in Shirotsume, so he decided to go there first. It only took him a few minutes before he arrived, so he reverted back to Ben as he entered the town borders.

Ben looked at the sheet, eyeing the building that was the sender's property.

"Let's see here… The client's name is Kaby Melon. Huh, isn't that the guy that Lucy talked about? Well, nevertheless, let's go I guess." He decided.

After walking around for a bit and asking for directions, he was led to a small built up area. Ben whistled at the size of the mansion, knocking on the front gate. A lacrima screen then appeared.

"Hello. Can I help you?" A man said. Ben turned to him and nodded, showing him the sheet.

"Yes sir. I've come to this place regarding this request form." He said. The man looked at it, and then smiled.

"Ah yes. Please come in." He then said.

The gates then opened, allowing him to enter. Opening a large pair of wooden doors, another lacrima lit up. He turned to it as he heard the voice once more.

"Please climb the stairs. I'm on the upper floor with another mage. I assume that you're alright with working with a partner?" He said. Ben nodded. "Thank you then. I'll be waiting.

Ben looked around, gazing at the interior design. A simple tile pattern covered the floor. Books were present in many bookshelves, giving him the idea that he was a huge reader or writer. Walking along, he notices said stairs, and climbs up them. After climbing up seemingly for a minute or so, he reaches a hallway. A single door was opened at the end, so he figured that must be the one. Shrugging, he begins to walk, but Ben couldn't help but feel that he was going to be in for quite the joyride.

 _'Why do I feel awkward right now? Is it because I'm dressed like this, or is it something else? …Probably the latter.'_ He decided as he shook his head.

Reaching the doorway, he peeks his head through, only to flinch at the sight.

 _'W-W-W-What?! What's she doing here?!'_ He screamed in his mind, gaping a little. An elderly man perked up as he saw his face.

"Ah you're here! Please, have a seat over here." He gestured. Ben hesitantly nodded as he walked into the room.

His eyes immediately went to the other person, no _people_ that were sitting across from the old man. Ben couldn't help but sweat a little as he recognized another coincidental encounter with a familiar blue haired girl who wore the same uniform as him, and a white cat. Wendy looked at him strangely, as if wondering if she had met this person before. Carla narrowed her eyes down. Ben felt as though she was seeing through his soul.

 _'It's probably my eyes…'_ He cursed as he sat down next to them, avoiding eye contact. The elderly man then chuckled, redirecting their attention back.

"Hohoho, well met. Now that you're all here, how about we introduce ourselves? My name is Kaby Melon." He greeted with a smile.

Wendy smiled. "My name is Wendy Marvell, and this is my friend Carla." She gestured to her cat friend. Carla nodded. They then turned to Ben, causing him to shake a little.

"Uhm, my name's Rin! Kousaka Rin!" He blurted out. Kaby then blinked while looking at Carla.

"Oh, I thought I had mistaken you for someone else, my apologies." He apologized. Carla rose an eyebrow in response. "Oh, never mind. Just an old man's rambling." He chuckled.

Ben then coughed. "So Kaby-san, you called us for a request regarding Saint Blues Academy?" He huffed. Kaby then looked back.

"Ah yes. I've called upon you because I've been receiving reports of strange activity in the Academy, or so it seems. I want you three to infiltrate the place and discover the source of the troubles for me. Here, I've prepared some transfer forms for the two of you." He explained.

Wendy then stood up and accepted the forms. She then gave the other to Ben. "Y-Yes sir! We don't disappoint you!" Wendy smiled with energy surging off.

Ben smiled at her, slightly blushing. _'Ah, that smile…'_ He daydreamed. He then felt daggers in his back, causing him to shiver. _'Crap, I forgot that I'm dressed as a girl. Is Carla suggesting things…?'_ He dared asked, trying to avoid eye contact with the cat. A menacing aura radiated from her as she stared at him.

 _'This girl…why does she look so familiar?'_ She wondered. Her attention was then halted as Wendy picked her up.

"Well then, we'll be going!" Wendy bowed. Ben, or _'Rin'_ in this case did the same, following the two as they left the room. Kirby smiled as he rubbed his stache.

"Ho ho, what a pair of youngsters!" He chuckled.

* * *

 **...**

Exiting the mansion, the trio proceeded to exit town. Wendy tried to start up a conversation with 'Rin' as they walked around, making the young man awkward, with his mental fortitude breaking by the minute. Somehow though he had manage to contain the situation as they exited the town's borders.

"So Rin, where are you from?" Wendy then asked, leaning over. 'Rin' flinched a little, but then made a goofy smile while placing a hand on top of his head.

"Oh, me? I came from the southeast, near Magnolia. Have you ever heard of the place?" He then said, starting to get used to his role. Wendy nodded as she looked up to the sky.

"Yes! I hear that Magnolia is home to the most powerful guild in Fiore. Hum, what was the name again Carla?" She then turned to her feline companion. Carla sighed, placing her hands on her hips.

"It's Fairy Tail Wendy. They're also known as 'The Rampaging Fairies'." She then joked. Wendy looked at her with surprise, her eyes glistening for a bit.

"'Rampaging Fairies'? That's pretty interesting…" She admitted, not being aware of her gullible-ness. Ben did a weak chuckle as he looked down at Carla with half circle eyes.

' _Oi oi, what kind of rumors are you spreading now cat?'_ He thought,

Wendy then sighed, and then turned back to Ben. "Anyhow, what kind of magic do you use Rin?" She then questioned.

Ben then stopped in his tracks. He knew this question was coming, so he dug into a pocket that he had. He wore a belt underneath his uniform, thinking that he should probably carry some useful items for missions like this. Digging in it for a moment, he takes out two small cylinder like devices. They were bluish-green in color, with a small button on top. Wendy and Carla observed the devices as he showed it to them.

"I use these two weapons in accordance to my style of fighting." He then explained, showing them in the palm of his hands.

"And how do you fight exactly…?" Carla then crossed her arms, saying so with a doubtful tone.

Ben then smirked, pressing the buttons on both devices. The objects flashed, and began to morph themselves around his forearms and hands. They first wrapped around his wrists, becoming dark bluish green for the exterior. A series of mechanical noises were then heard as they began to extend up his forearm, and then covered his hands. Green glowing lines of circuitry were shown for a moment underneath the colored shield guards as they spun themselves into place. Ben then slammed his arms together in a cross pose, activating them and causing them to glow blue for a moment.

"Woah…" Wendy ogled the two gauntlets. She then looked at him as he gave her a smirk. "What're those?" She then pointed to them.

Ben brought his arms out, giving the girls a good look at the two arm guards. They then saw that he gained a pair of black gloves as they activated around his arms.

"These are the Blue Waves. I've designed these two gauntlets for the sake of close quarter and long range combat." He then explained. He then showed them a closer look, revealing two dark gray cylinder barrels, one between his index and middle finger, the other above his ring finger as they were aligned with the knuckle part of the gauntlet.

"Here, take a look." He then offered, turning around towards a tree in the distance.

Ben took a boxer's stance, and then punched the air with a right, clenching his already balled up fist as he did so. At first nothing happened, but then a shot of green energy blew out from the barrels, sending a blinding fast burst of magical energy straight at the distant figure. The blast easily broke through the dense wood and crashed into a large boulder, shattering it. Both of the girl's jaws dropped at the feat. Ben then twisted his wrist, making a clicking sound resembling that of a round changing. The main hand guard did a spin around his wrist as he did so.

"Unbelievable… wait, don't tell me you've used that on a person before?!" Carla then shouted at him. Ben waved his arms in denial while shaking his head.

He then chuckled. "Ah no, that was one of the higher level of attacks that I set on this device. I can configure different levels of power according to amounts of magic that I use, meaning that depending on the level, I could use it for a variety of actions, such as busting that tree over there."

Wendy was still awe struck by the sighting as Carla hummed. Ben then did an awkward laugh as he rubbed the back of his head.

"So yeah…let's get going?" He then suggested. The Blue Waves them complied back together, giving an appearance of blue green wrist guards. Ben sighed, knowing that they covered the Omnitrix from the two of them.

Ben then began to guide Wendy along, pushing her back as they continued towards the academy. Ben was cheering in his mind because of his allowed contact with his female companion, but he dared no show his emotions on his face, less he garnered a beat up from a still suspicious cat.

As they continued to walk, Wendy eventually returned back to normal. Naturally she bombarded Ben with questions, but he told her that she would get her answers after they infiltrated the school. She then explained her magic as well, describing it specifically as—

"It's called Sky Dragon Slayer Magic!" Wendy smiled. "I can use the power of wind for a multitude of uses, like healing, enhancements, attacks, and other things. Well, I do prefer not to use it for hurting others. Oh, I can also consume air to re-energize myself, but it seems to wear others out..." She then whimpered, spinning her fingers. Ben smiled at her kindness, and then turned to the object in front of them.

* * *

 **...**

The three looked up, gazing upon the stories of wood above them. The roof tiles were jet black, with the exterior color being white. Blue and white decoration markings were present throughout the entire campus facilities. Ben, Wendy and Carla then proceeded to enter through the main entrance. A receptionist then spotted the three, gesturing them over.

"Hello there girls! You must be the new transfer students?" She called out. The two nodded as they approached the counter, handing them the forms. She took a moment to read them, and then gave them a smile. "All right, you're set to go!"

Ben had a neutral expression on his face. The woman was a young adult, probably around her early twenties. She wore a pair of half rim glasses, and had short light brown hair, with fair skin and brown eyes. And naturally as he looked down, he found an impressive set of…assets. Ben was puzzled by the weird trait of women in this universe.

 _'Is every woman in this universe naturally well-endowed?'_ He wondered with a confused voice. He then blinked a few times as a certain book worm showed up in his mind.

 _'Oh…right. I should probably apologize for that thought…'_ He then decided, remembering the body of a certain mage in his guild.

"Well girls, let me introduce myself first. My name is Taiga Fujimura! It's a pleasure to meet you!" She smiled. Wendy then returned the expression, beginning to open her mouth. Ben then tugged her sleeve, making her face turn around.

"Hmm?" Wendy then said. Ben gestured her to come closer. She acknowledged it, bringing her ear to his mouth.

 _"You should probably make sure not to use your magic here. Only use it if there are other mages here alright?"_ He suggested with a whisper. Wendy then leaned back, nodding. Ben then gave her a thumbs up.

"My name is Wendy Marvell! Nice to meet you Taiga-sensei!" She then twirled.

"Rin. Kousaka Rin, how do you do?" Ben then greeted with a bow.

Taiga blinked. "Such unique names… Well then, please proceed to class 1-B alright?" She then designated their location.

"Hai!" They both said, beginning to walk off.

Ben and Wendy looked around as they began to walk through the halls. The walls were white, with the floor having a pale green pattern to it. Ben tipped the floor a few times, admiring the architecture in this place. After a few minutes, they climbed up a set of stairs, and approached a sign above a door.

"Room 1-B. This must be the place." Ben said, looking up. Wendy then gulped nervously.

Knocking on the sliding door, they waited a few seconds. It then opened slightly, revealing another young woman. She had long blonde hair and bright green eyes. Wear rimless glasses, she wore a black turtleneck, a pair of blue jeans, and an unbuttoned white lab coat.

Ben was going to introduce himself, but as the teacher came out, his face got pushed back by another pair of mountains.

"Mmrph." Ben muttered. He then sighed as he backed up. The teacher gasped a little, and then bowed in apology. She then suddenly eeped as she tripped on nothing, dropping both of the young individuals. They were gasped for air as her arms were pinning down on their necks.

"O-Oh no, not again…" She whimpered, lifting herself off of them. "I'm so sorry!" She bowed again. Ben and Wendy breathed for a second, before standing back up and wiping the dust off of their uniforms.

"It's alright ma'am…but you could use a lesson in balance though." Ben tried to not sound rude with that acclamation.

"I really should…" She whimpered again. She then perked her eyes up. "Oh, my apologies! Are you two the new students?" She then asked.

They both nodded, making her smile. "Ah, then let's introduce you two to the class! Please give me a moment." She then clapped her hands together, running back into the room.

A moment later, she opened the door again and gestured them to come inside. She had a carrot smile as she did so. Ben swore he saw some small flowers bloom on the top of her head.

"Alright everyone! As you heard, we were expecting some new students today. Let's give these two girls a chance to introduce themselves." She then said, inviting the two in.

Ben held his chest for a bit, taking a deep breathe, and then walked in. Wendy then did the same, following him slowly. Carla wondered if she was going to be alright as she followed the shaking girl. As they walked in, the other girls in the class gazed upon them. A bunch of 'oohs' and 'ahs' were heard as they did so, making them slightly uncomfortable as they wrote their names on the board.

Ben then coughed, clearing his voice as he spun around with hands on his hips.

"The name's Kousaka Rin! Nice to meet you all!" He huffed. The class applaud his entrance, some of them remarking 'Rin' as a tough tomboy.

Wendy then turned around, having a bit of stage fright. She then squirmed around before bowing.

"M-My name is W-Wendy Marvell! I-I hope I can work with you all!" She stuttered cutely. Hearts floated above some of the classes' heads, remarking her shy demeanor, which made her all the more attractive in Ben's eyes.

"These two will be joining us for a bit as an ongoing collaboration. Please treat these two fairly alright? Oh, please call me Tearju-sensei, is that alright?" She then said to them. The two nodded in return, making her smile yet again.

The students applaud them once more, obeying the request of their teacher. Ben still had his valorous expression on his face, but on the inside he was smacking his head against a wall.

' _Ugh this is so embarrassing…'_ He cried out in his mind.

Ben was not going to be looking forward to this. But he had to in order to investigate the so-called activities in this Academy. Looks like this Fairy's in for yet another adventure!

* * *

So yeah, a bunch of references to some other shows. Can you identify them?

So, this chapter is complete. Like I said before, I wanted to introduce another filler part before another canon one. I hope you all don't mind this course of action. Of course, after this is over Ben is still going to participate in the events of the other Arc. It does take the Miss Fairy Tail Contest several days to plan and act out right?

Anyhow, I wanted to say this though. I hope you all don't mind this, (especially the cross dressing. Is that bad for something like this?). Please rate/review this story if you want.

Well then, I've nothing else to say. So with that, see you all later everyone! I'll see you in the next part of The Null Fairy!


	22. Saints Blues Academy Pt 2

I didn't think cross-dressing would be a good topic. Who knew? Anyhow, welcome back to The Null Fairy. The second part of the Saints Blue Academy filler Arc!

 **Sean Bruce** : Yep. I'm going to have so much fun writing that reveal part. When I get to the actual Battle of Fairy Tail Arc, I'll create a poll on which on to vote for that.

I might give Ben a counterpart in Edolas. Since the Dragon Slayers were able to do so despite being transported 400 years into the future, I might make an exception for Ben.

And yes, nice job pointing out the references. I'll list them as shown:

1\. - Fujimura Taiga from the _Fate Series_

2\. - Tearju Lunatique from _To-Love Ru_

3\. - The Blue Waves, a parody of the Ember Celica from _RWBY_

4\. - I didn't really have reference for the boy pretending to be a girl, but I guess I did get some inspiration from _Kampfer._

5\. - Tohsaka Rin cosplay for Ben!

Anyhow, there's a bunch more of cameos of other shows, try to find them out in this part! Please enjoy!

And as always, I own nothing related to the subject of **Ben 10** , **Fairy Tail** , or any of the references that I make in this chapter. Please support their official releases, and happy reading to you all!

* * *

 **Chapter 22:** _Saint Blues Academy Part 2_

 _Ben's POV:_

Now I must be honest with everyone; I've had my fair share of weird encounters. Battling mutant animals, aliens that could perfectly mimic another individuals' appearance, an encounter with an evil alien warlord. The list could go on and on, but this type of thing was the _least_ expected action that I never thought that I would ever do in my life.

Compared to situations that I fought through for the sake of my life, something like crossdressing and infiltrating an academy full of girls was certainly a twist in my opinion, particularly because it was extremely difficult to maintain my sanity. Besides a full radar of the opposite sex around me, the fact that I had to find a supposed act of suspicious behavior didn't help out.

But let's go back to the present time however. After we were introduced into the class, it seemed to be just fine, and that was kind of a surprise actually. I had thought that a girl's school would be more delicate or professional, but it seemed to be the opposite. It was like any normal school environment. You had the behaved members, the occasional sleepyhead, loudmouths, you name it.

Even though I had been stuck in the Null Void for around two years or so, I unexpectedly was able to keep up with the class subjects. Mom and Dad did always say that despite my lazy and stubborn shell, I was actually a gifted student, or at least simplified to those words otherwise. I guess what they meant that despite what I looked like on the outside, given the situation I could actually do something phenomenal if I choose to. This probably applies to this kind of environment then.

Classes went by as one would expect it to. During the breaks though the rest of the girls would pester me and Wendy with a bunch of questions…

* * *

Back to 3rd Person POV:

 **…**

"So Rin, where are you from!" A girl with magenta hair yelped out, putting an arm around Ben's shoulders. The boy glanced at her, noticing her dark blue eyes and two ponytails, a short and a long one respectively.

"I…um…I'm from—" He stuttered a little due to the direct contact.

"Haruka! Give the transfer student some space!" Another girl then walked up, a frown on her face as she crossed her arms.

 _'So her name's Haruka? This girl looks similar to her. Are they sisters?'_ Ben thought, glancing at the other girl. He noted that she had yellowish brown eyes, and her hair was long and straight, compared to Haruka.

"Eeeh… come on sis! We have to establish our bonds with everyone in the school, isn't that right Rin?" She then said, turning back to Ben after pouting at her sister.

"Call me by my name at school Haruka… Sorry about that, my name is Kanata. This dolt here is my twin sister." She bowed. Ben waved his hands. "That's alright." He simply chuckled. Ben then Haruka brought her face closer.

Ben flinched, but then regained his posture. He presented a small smile as to cover up that last mishap.

"Well…I guess if you put it that way, then I guess it's alright to know a thing or two about everyone then. Alright, to answer your question, I came from Magnolia, or at least a bit southwest of there." His smile went a little wider.

"Magnolia huh? Didja ever meet those mages at Fairy Tail? I heard that there's a woman called Titania Erza, the pride and joy of the guild!" Her eyes then flickered with respect for the redhead. Ben chuckled a little. "Yeah, I've heard of her. She's the strongest female mage of the guild from what I've read."

Haruka giggled at the answer. Kanata sighed as she shrugged. It reminded him of Natsu and Gray, at least in behavior.

Ben and the girls continued their conversation with a joyous aura surrounding the group. Over by Wendy, the other girls were smothering her with questions as well, mostly because of her cute and shy demeanor that made them melt inside. The blue head wasn't used to being bombarded with questions. She tried looking over to Ben for moral support, but she couldn't even she a trace of her as a ring of people surrounded him.

"… _Rin…help…"_ She murmured as she slouched down, placing her cheek on her desk. Ben sweat dropped as she heard the desperate voice, giving her a look of sympathy as he maintained his smile.

* * *

 **…**

After that, another session began. Wendy didn't have too much trouble with the course herself. Ben on the other hand was having a bit trouble. The subject currently being taught was chemistry, or rather basic chemistry. Science was not Ben's forte, and out of all class subjects, it was his worst. However, surprisingly enough, even though a pop quiz was given at the end of the lesson, he managed to get a B+, with a few percent away from an A-.

Wendy on the other hand shook her paper with disbelief, realizing that she accidently marked her answers after skipping one row over. Her expression went from cheerful to bewildered, and then jaw dropped immediately afterwards. She hunched over, leaning her head against the flat desktop as her soul came out of her mouth. Ben was a bit speechless, but then looked back at his own sheet with content on his face. The ears of the students then perked up as the bell rang.

"That's it everyone. Have a good lunch." The teacher announced, carrying some documents and exiting the room. The students then ran out like a herd of sheep, leaving Ben and Wendy behind. The wind mage then looked around, hoping to find the location of her furry companion. She then turned to Ben.

"Excuse me Rin?" She called out. Ben looked up from what he was doing and turned over to Wendy. "Have you seen Carla anywhere? I haven't seen her since we arrived in class."

Ben then looked around himself, but then shrugged afterwards. "Who knows? Maybe she went and scouted the place for us while we were in class?" He then suggested. The fluttering of wings then answered them as said cat entered through an open window.

"Correct, girl." Carla answered, landing on Wendy's desk. Her wings then vanished as she sighed. "I took the liberty of looking around the academy while you two were busy acting like students."

"So, what do yah got for us?" He then turned over to face her. Carla then held a paw up.

"3 things. First and foremost yes; there are mages here in the academy." She first made clear.

"Second: There seems to be some kind of… aura around the school. I can barely sense it, but once I flew high enough, I felt some kind of barrier surrounding the school." She then stated, looking up.

"A barrier…" Ben muttered. "It's a spell right?" He then asked. Carla nodded in response. "Indeed. There must be a magic circle here around some place in the school. Normally barriers are visible to the naked eye, but I could only see and sense it once I got out a certain distance."

"Alright then. So what's the third then Carla?" Wendy politely asked. She then coughed, clearing her throat.

"Ahem… Yes, and finally, the third thing. I witnessed some individuals carrying around some suspicious cargo into one of the shacks, the ones where they store objects for sports and other activities." She then stated.

"Cargo?" She touched her chin. "Yes. It was wrapped in some kind of carpet, big enough to make two people carry it." She then explained again, using her hands to act out the motion.

"Did you get a look at the people who were doing so? Their clothes or anything like that?" Ben then asked.

This time Carla shook her head. "Unfortunately no. I viewed the scene from far away, as to not attract attention to myself. I was unable to clearly see the face or the actual figure of the people involved."

Ben then hummed, placing a hand under his chin as he looked down.

 _'Then that means that it could be anyone in this school.' He mused. He then stood up. "Alright, then we better get started with our own search." The boy decided._

"Sure!" Wendy agreed, standing up as well. Carla flew to her shoulder, resting upon it. "Where should we go first…"

 _*GROWL…*_

"…Um…" She then spaced out, surprised by the sudden noise. Her face then went a little red as she did an awkward chuckle.

"Eh heh heh… Let's get something to eat first?" She then said with a playful look, sticking her tongue out. Ben responded with a perplexed expression, but then snickered. "Sure, why not?"

The two exited the room together. Carla hid within Wendy's shirt as they walked out. Ben started to look around, hoping to find a map or something of similar degree, and sure enough they did after a few seconds. They walked to the end of the hall, looking at the directions.

"Cafeteria, cafeteria… oh. Seems like it's in the building next door." He noted as he pointed to the symbol of it on the map. Wendy and Carla looked at where he pointed, and then looked out the window of the hallway.

"Seems like it. Now let's get going, my stomach is growling…" She mumbled, rubbing her belly. Ben snickered again as they head off.

* * *

 **…**

"So it seems that most of the cast here in the school's completely oblivious to what's going on?" Ben assumed. Carla shrugged, not completely sure if her own investigations were enough. "Well, after we eat, let's start by checking out that shack. Though let's make sure no one's there to watch us alright?" He then held a finger up, numbering the rule.

"Understood!" Wendy nodded with a smile.

Walking around for a minute, they exited the main campus building and approached the entrance to the cafeteria. The three could already hear the chatter coming from within and smell the dishes that the cooks have made. Wendy drooled a little as she expressed a mischievous look. Ben held in a laugh as he saw that.

"You're drooling Wendy." He then pointed at her face. She then snapped back with an open mouth, hurriedly wiping her mouth with her sleeve. Carla sighed as she shook her head.

"So unladylike…" She kissed her teeth. Wendy then looked down at her furry friend with a silly smile as they entered the cafeteria. Lining up, they pointed for what they want, and a moment later, they carried their own dishes to a nearby table.

"Finally~~" Wendy hummed. Ben was a bit awestruck by how much food she ordered. While he only had a one dish and a beverage, she had 3 plates of food with extra on each dish, including desert and 2 cups of beverages.

"You sure you can eat all that?" Ben rose an eyebrow with uncertainty as he looked at her tray. Wendy happily nodded as she began to devour the contents on her tray. His eyes nearly popped out at how fast she ate.

 _'Woah, she could probably give Natsu a run for his money.'_ He thought. He himself then started on his own dish in the meanwhile. After a few minutes, Ben finished his plate, but when he looked up, he saw Wendy going up to the line again for another plate of pasta. Ben saw this, and ran over to her, attempting to pull her away from the inviting scent.

"Ok ok Wendy that's enough…" He whispered with added effort in his pull. He took a moment to bring them outside, and then sighed as Wendy sat down on a bench.

"I-I could've eaten more…" She pouted. Ben dead panned, looking back at the café.

" _Anyways… let's get to the investigation alright?" Ben then crossed his arms, trying to change the subject. Wendy's expression them reverted back to her neutral smile as the three proceeded to walk away from the area._

* * *

 **…**

Ben wasn't sure how long he could keep his identity a secret. Throughout the entire time, he glanced every so often at Carla, who continued to stare at him with suspicious thoughts in mind. He sighed in his mind for any drastically dramatic events that might cause a scene.

He decided to clear that thought from his mind as the trio arrived in the open court. There weren't many students around the area, as most were either in the cafeteria still, or were doing other activities. It seemed to him that physical activities weren't much of a thing. Perhaps it was more dedicated to the study of magic?

As he thought that, a speaker sounded off…

 _ ***** **Ding**_ **Dong,** _ **Ding**_ **Dong…** _ **Ding**_ **Dong,** _ **Ding**_ **Dong…***

The three looked up at the sudden noise that sounded off. A bit of static echoed for a moment, before a female voice coughed and made her debut announcement.

 **"** _ ***Cough***_ **Ahem… Mike test mike test!"** She tested the microphone back at wherever she was located. For a moment then, nothing happened… but then…

 **"…Mike test? …MIKE PASS!"** She then yelled, seemingly throwing it at someone else and causing a huge racket. The three, along with the rest of the school covered their ears as the horrifying sound echoed for several seconds. After that passed, another voice, revealed to be Tearju-sensei, picked the mike up, and sighing before clearing her voice.

 **"Umm… s-sorry about that racket everyone! Fujimura-sensei was causing a…scene again. B-But anyways, I have an announcement to make! The Magic Festival is going to be taking place! I hope everyone's in peak condition!"** She then announced with a clear voice.

Ben's ears then perked up, now interested in this so called event.

"Oho…a magical exhibit basically?" He murmured. He then rubbed his hands deviously. "Perhaps I _can_ test the Blue Waves against people after all…" He then muttered with a strange smile. Wendy shuddered at the sight, but then rose an eyebrow.

"I wonder what they're going to have us do." She wondered. Ben then looked back at her, shrugging. "Well whatever it is, just make sure not to make yourself suspicious alright?" He then reminded her again. She nodded in response, making him smile and turn his face around.

"Alright, let's get to the shack then." He started to walk off. Wendy and Carla followed in short, looking at the said shack that was rough a dozen meters away.

After walking for a bit, they approach the shack. Ben then turns to Carla, asking where they went. She then pointed to the back, saying that that's where they were going with their luggage. Ben then darted his own eyes as he began to walk slowly. He held a finger on his lips, telling them not to make any noise. As they approached the back side, they encountered some bushes. Ruffling them away, Ben gasped as a large trap door then revealed itself to them as they brushed away the green.

"A trap door…" He muttered. His eyes then narrowed as a memory rose to the surface of his mind.

 _'Why do I have a feeling it's like that time with the Limax…'_ He sighed.

"Ben?" Wendy blinked, wondering what was wrong. Ben then turned his face and smiled. "Ah, it's nothing. Anyhow, why don't we go back now? Class is about to begin." He then stood up, covering the trap door. He then reached into one of his pockets and took a small machine out. He jumped and placed it near the top of the shack, making it point out.

"What's that?" Carla then asked.

"A lacrima camera." Ben responded. He then took out a switch and pressed a button. The machine opened up, revealing a dull grey lacrima inside. "This way we can track anyone who comes by."

"Hmm, that does seem plausible." Carla then admitted, but then narrowed her eyes. "But why would you happen to carry something like that for?" She then questioned.

Ben's expression turned to one of surprising realization. Carla was trying to corner him again. Noticing this, he switched his expression to one of arrogant smugness.

"Well, a girl's gotta have things to watch over herself. You never know when something might happen when you're out camping by yourself at night." He made up an excuse on the spot. He glanced back at Carla, who wasn't really buying his get up.

 _'Please accept it please accept it please accept it…'_ He yelled in his mind. Carla rose an eyebrow again, but then sighed, letting the topic go.

"Well, whatever. Let's just go already." She muttered with a stern face. Ben cried out in his mind for that.

* * *

 **…**

Now returning to class 1-B, the trio entered the classroom again. Tearju-sensei entered the room shortly after, and approached the pedestal. She then faced the class as they sat down.

"Well everyone, it's that time of the year again! Our annual magic festival, featuring a wave of challenges, and then a tournament afterwards. Please dress yourselves, and then meet up with me outside by the field!" She smiled.

"Hai!" Everyone responded. Ben did so as well, but then he gasped at what was about to happen.

 _'Wait a minute… wait a minute… Oh crap, I forgot about this. The girls, they're gonna—'_

He then felt a hand on his shoulder. He gasped, but then turned around to see Tearju-sensei's face in front of him.

"Sensei?" Ben flustered a little.

"You and Wendy don't have gym clothes yet, so why don't you two follow me to the infirmary? I'll get two pairs of uniforms for you, and then you can change there." She rose finger at the suggestion.

"Ah, that'd be good. Thank you sensei." He replied. He then turned his face and sighed.

 _'Wheeeeeeew…'_ He blushed a little. Tearju wondered what the matter was, but decided to drop it as she led the two to the infirmary.

Opening up the door to the infirmary, Tearju-sensei pokes her head in. She then spots another person and calls out to her.

"Ryouko!" She smiled. A woman that sat on a chair turned around at the calling of her name. Ben and Wendy also poked in, but immediately did spit takes at the person's appearance.

Inside was a woman who looked around Tearju-sensei's age. She had brownish red hair and green eyes. Wearing an unbuttoned lab coat like Tearju, she also wore a pink top that moderately exposed her impressive assets, including a bit of cleavage at the top. It was held by a belt on her waist where a short black skirt was also shown. She wore sheer stockings, and had black slip on's. She sat in a rather suggestive pose, with her legs crossed and exposing her thighs.

Ben's eyes narrowed down her body, but then he shook his head as he reached her thighs. He slapped his cheeks, wondering what the heck was wrong with him. He then turned to Wendy, who was placing her palms on her own chest. He realized what she was doing, and did a weak chuckle in response.

"Tearju?" Ryouko responded. "What's up?"

Tearju then opened the door and let herself and the others in. "You have some spare gym uniforms in here right? Do you mind if these two girls use them and change here?" She then asked.

Ryouko nodded. "Go ahead." She then turned around and grabbed a grape from a bowl and plopped it in her mouth. She then pointed to the beds by the end of the room. "You can change over there if you want, and you can use the drapes to cover yourselves."

Ben and Wendy nodded as she then opened a drawer and handed them two spare uniforms. It consisted of a white shirt with blue accents, knee high socks, and…bloomers. Ben flinched as he realized the amount of skin he was going to have to expose.

Tearju then smiled as she began to exit the room. "Well then, I'll be off. Rin-chan, Wendy-chan, after you're done meet up with your classmates out by the field alright?" She then waved them goodbye as she closed the door.

Ben and Wendy then walked off to the ends of the room. Ryouko looked at Ben for a bit, but then blinked, as if thinking 'nah, there's no way'. The two then drew the drapes, covering and blocking themselves with two layers of thin and possibly see through material. Naturally only a silhouette was visible, but it still gave Ben suggestive thoughts as he watched Wendy and Carla over by the other end. A little bit of blood spurted out from his nose, but he quickly grabbed some tissues and stopped it.

Gulping, he began to undress himself. He had wondered again why Loki had stuff like this, but he decided to ignore that thought as he replaced his black and blue uniform with that of the gym one. He still kept on the belt, as he didn't tuck his shirt. The Blue Waves covered his wrists and hands, allowing him to go freely with no worry of the Omnitrix being exposed, and his shirt covered his voice changer as well.

As they unraveled their drapes, Ben's eyes went over towards Wendy. His face turned bright red for a second, before shaking his head and turning his face. Her hair was now in a ponytail, which reminded him of when Erza wore that outfit in the Tower of Heaven.

The two then nodded to each other, and then turned back to Ryouko.

"Ryouko…sensei?" Ben said, wondering if that was the right word to use. She then smiled, giving them a lazy wave. "Just call me Mikado-sensei. Now get out and do your best out there." She gestured over to the exit.

"Thank you very much Mikado-sensei." Wendy bowed. Ben nodded in response, and shortly after, they left the room. He turned around and closed the door, but then noticed the lack of a certain white cat.

"Say, where's Carla?" He then asked. Wendy then pointed back to the room. "She flew out the window. She said she wanted to monitor the event in case anyone suspicious appears." She answered.

"Oh? That's cool. Well then, shall we?" He then began to walk off outside. Wendy was in pursuit, and after half a minute or so, they walked out, their hands above their heads as the sun's rays shined down on them.

"Well this is going to be hot…" Ben mumbled. He then spotted Tearju-sensei, who was waving towards them. He nudged his head in that direction, which meant that they should probably hurry. Wendy nodded as the two began to jog over there.

"Ara, there you two are!" Tearju-sensei smiled. She then spun around and gave a thumbs up to a person standing on a metal platform. The woman over there nodded, and then spoke out through a bullhorn.

She had long dark blue hair with an ahoge on top, along with dark green eyes. She wore her own version of the gym uniform, with the blue being black instead. Her ahoge twirled around as her eyes flickered with excitement.

 **"Alright everyone! This is your principal Tenjouji-sensei speaking!"** She waved. **"Now then, what say we begin the 21** **st** **Saints Blues Magic Festival?!"** She then roared loudly.

All the classes cheered in response. Ben then looked around, noticing 4 groups for every grade level, meaning an A, B, C, and D class for every level. The principal then opened her palm and brought out a large board. Ben and the others looked upon the objected as she slapped it with her hand.

 **"Now then, here are the events that will be happenin'!"** She began.

 **"First off, we have our traditional marathon run around campus."**

 **"Then afterwards, it's a team activity, but we won't reveal what it is yet!"**

 **"And lastly, and I know that everyone's excited for this, is the class magic tournaments!"**

Ben then rubbed his chin, a large grin appearing on his face.

 _'Interesting…'_ He mused. Wendy noticed this expression and did a half-hearted laugh.

 _'I hope I don't get in her way…'_ She hoped.

After she finished explaining the rules, Tenjouji proceeded to tell the students to line up at the starting position. Every acknowledged her as they started to walk towards a large white line labeled 'START'. After everyone was coordinated there, she held her bullhorn out.

 **"On your marks…"**

At those words, everyone got into a running stance. Ben held his arms out, fingers reading to trigger.

 **"Get set…"**

He then noticed some of the competition. Assuming that everyone knew magic, he probably had to take caution. But then he thought of something.

 _'Wait, this place is a magic academy… Then that means—"_

 _ **"** ** _G_ O!" **_She roared out, screaming that last bit.

Ben shook his head as he swiped his wrists against each other. He then began running with the crowd.

"Blue Waves, release!" He commanded. The wrist guards then morphed into their gauntlet form. As he began to run, he noticed tons of magic circles being made, all with a variety of colors showing.

"Fire, Water, Ice, Rocks, Mud, Vines… oho…" He muttered with a dark grin. Wendy then noticed him pull his arms back. Ben then uttered something under his breathe, and then clenched his fists.

A large burst of magic power shot out from the gauntlets, propelling Ben using the large amount of kinetic energy to make the recoil push him into the air and beyond the crowd. Everyone gasped as they saw him rise above and beyond.

"What kind of magic is that?!" One yelled.

"That must be wind magic!" Another answered.

"No way, where's the wind then?!"

Ben had a toothy grin on his face as he continued to use the power of his blasters. Wendy watched in awe, wondering if she could utilize her own magic like that. She then looked down at her feet as she continued to run.

 _'I can't do a giant burst of energy like she did, but maybe I don't need to… Maybe if I do this…'_ She looked up She then began concentrating magic power, closing her eyes.

 _ **"** ** _O_ swift wind that dashes through the heavens…!"**_

She then opened her eyes, turning her body and swiping her arms out, then raising them into the sky. A blue magic circle appeared underneath her feet as she crossed them.

 _ **" _V_ ernier!" **_She shouted.

Her body then started to glow blue. A bunch of students glanced back, only to see her zoom past them. Small gusts of wind helped her speed further as she tried to catch up with Ben.

As he was continuing to go through the air, he heard the explosion of force behind him, causing him to turn around. He then grinned as he saw Wendy smiling confidently.

"Not too bad!" He complimented. He then turned his face back, blasting another wave of energy. The resulting blast did knock away some contestants, causing Ben to rub the back of his head sheepishly.

"That's kind of dangerous you know." Wendy scolded. Ben chuckled weakly. "Yeah, but I wanna win this too you know." He shot back.

The Dragon mage nodded, thinking of the same thing. As the race continued, she felt the rush of energy that came from the excitement of competition. As the two pushed on, they used more and more force, unfortunately bringing more collateral damage to the others, but adding more thrill to the race. Over time, they were practically long gone from the others…

* * *

 **…**

 **"And the winner for this race is…oh no sorry,** _ **winners**_ **of this race, coming to a tie, are these two powerful ladies!"** Tenjouji announced, raising the hands of both Ben and Wendy up. Several cheers were heard, but there were a bit of grumbles. Ben and Wendy apologized afterwards, but save that 'till after.

The two then returned to their class' group. Tenjouji then cleared her voice, and snapped her fingers.

 **"Ok now! It's time for the 2** **nd** **competition: Target shooting!"** She jumped up. **"The goal of this activity is to test your accuracy and power! Now then, let's bring in the targets!"**

She gestured over with a snap of a finger. The ground shook for a moment, with several disk launchers of different sizes uprising from the ground. Some fences appeared as well, distancing them away from the crowd.

 **"Now then, every class will be going by themselves. The top 5 girls with the highest scores in their grade levels will then be grouped up for the tournament! Are you ready? Then begin!"**

Tearju then turned to her class. "Alright everyone, let's go over by the post over there!" She guided them to a set of launchers.

"Everyone will take their turns at the targeting. Just to make you all sure, there are two different types of trials! We'll go by last name, so please be ready for when I call on you!" She then alerted the class.

Acknowledging her, the class began to do some preparations of their own. Stretching out or concentrating their magic, everyone was excited and wanted to try their best for the sake of recognition by the student body. While they were doing so, Ben and Wendy walked over to a nearby area, under the shade of a tree.

"That was breathtaking!" Wendy giggled with a large smile.

Ben smirked in response, but then turned back to the crowd. "Yeah, but I think we _may_ have overdid a little, just a bit." He chuckled. Wendy's positive demeanor shrank for a second, before looking over with a small smile.

Ben looked over to the field, trying to analyze the launchers. They varied in size, so he assumed that some of the projectiles either shot out different speeds, or differentiated in size. Either way, since this was a test of some sort, speed, power, and accuracy were probably going to be expected to be used accordingly.

As Tearju-sensei began calling the members of her class, Ben then dug into his belt pockets, taking out the lacrima camera switch. He held the button for a second, and then the surveillance screen popped up shortly after. His and Wendy's eyes scanned the area the camera's point of view came into play. He continued to look for a few seconds, before hearing a large explosion coming from nearby.

Their eyes went up, only to see a body zoom by and land next to them. Haruka snickered at the two, turning to face them while sitting down.

"Whatcha two doing?" She curiously asked. Ben and Wendy sweat dropped.

"Wa...was that you just now?" He gawked at her. Haruka gave them a piece sign, sticking her tongue out. Kanata then walked over to the trio, sighing once more.

"Ha-ru-ka! How many times do I have to tell you to learn to control your magic?" She scolded. "You could've hurt someone."

"Hee hee. Well, nobody got hurt this time." She then turned her gaze over to her. "So it's all good right? Right?"

"For now…" She muttered with an unsure expression growing on her face. She then shook her head and turned to Ben.

"Anyways. Rin-san, sensei says it's your turn." She then pointed her thumb over.

"Gotcha. Well, I'll see you three in a bit then." He stood up. He started to walk away, glancing at the three girls and giving them a little wave.

* * *

 **...**

"Sensei!" Ben called out.

"Ah Rin-chan. Are you ready?" Tearju-sensei asked. Ben nodded in return. "Then please stand in front of this white line.

Ben looked down. He saw a white line that was around a meter in diameter, and around 4 inches in width. He walked over, placing his feet behind the line. He then looked back at Tearju-sensei.

"So, what's the rules sensei?" He asked.

Tearju then pointed to the launchers. "Right. As you can see over out by the field, the school has deployed a series of launchers? Since this is trial 1, your goal is to hit and eliminate as many as you can. After the last one is stricken down or has reached the ground, then the test is over. The score will be displayed by this lacrima above us." She then explained, pointing her finger up.

Ben arched his head up, now eyeing the floating device. A blank display was shown. He then nodded, and then got into a stance as he brought his view forward. Once more he swiped his wrists and activated the Blue Waves.

"Anytime!" He called out. Tearju-sensei then nodded, and placed her hand on top of another lacrima, activating the score display and beginning the launching sequence.

As his trial started, the majority of the class started to come over and watch for themselves. The class all had their own magic themselves, but they were curious about Ben's devices, wondering what kind of manufacturer they were from. Heck, they wondered what his magic was in general.

Wendy giggled as she watched the crowd come together.

"So what's the relationship between the two of you?" Haruka suddenly asked. Wendy stopped, and then turned to her with a confused expression. She then held a finger on her chin as she looked up.

"Well, we just actually me… I mean we're mail buddies!" She avoided saying that first part.

"Mail buddies eh? I heard that rarely anyone does that anymore." Kanata remarked. "How far away from each other are we talking about?"

"I come from east of here, beyond the mountain ranges. Rin comes from near Magnolia, so it's actually quite far. Luckily for us, the delivery seems to be very quick, so it's easy for us to message one another." She calmly lied.

Kanata hummed at the question with a curious expression, but then her eyes darted over. "Oh look, Rin's starting."

"Ah, let's go watch!" Haruka yelled, jogging over. Wendy and Kanata joined up with her, squirming to the front of the crowd. They then watched as Ben bended over, with one arm in the front, one in the back. His legs were apart, ready for the test.

"Alright then… Start!" Tearju whistled. Ben then pumped his fists together, readying the twin gauntlets with energy.

A count off then began. Ben glanced up at the lacrima for a second as it began to count off with a high pitched tone.

 **"3!"**

 **"2!"**

Ben narrowed his eyes, taking a deep breathe.

 **"...1!"**

Waving his fingers and uttering a short command, he slid his left foot forward, brought his right arm back and…

 **"GO!"**

One of the launchers from the back then aimed up, and immediately shot out a moderately sized disk. Ben swung his arm up and punched the air, aiming it towards where the projectile would go. A small blast of green energy blasted out from the gauntlet. Wendy and the girls noticed that it was faster than the last one that he did during the race.

"Using less energy and converting it to make it go faster? Smart." Kanata noted with a nod. The green projectile met up with the disk, blasting it to a puff of smoke. Ben twisted his wrist, reloading his right arm as another disk shot from a closer turret.

"Closer huh?" He muttered, backing up a little. This disk was a little faster than the other, so he held out his left arm. Muttering a few more words, he placed his other arm on top of it, aiming it with a fist. Ben closed his right eye as he clenched his fist, firing a small but faster energy bullet. It collided with the airborne projectile before it could get far, blasting it.

The crowd 'oohed' a little as they watched the feat. Ben then twisted his arm again as he brought his arms together.

"Next is…"

 _ ***Bang!***_

His eyes darted over as another shot out. Suddenly, multiple shots were then released, giving Ben a multitude of targets. The boy grinned, before going into a boxer stance. Starting to rapidly punch the air, several shots of energy were blasted, causing a bit of recoil that made pushed Ben a few inches back. Impressively however, all the shots either blasted them to smithereens, or broke them apart and sent them crashing down to earth.

"How's that!" He shouted with a smile. His eyes then looked down as a launcher deployed right in front of him, coming out of the ground.

"Eh?" His eyes went blank for a moment.

A large disk was then shot into the air. It was massive compared to the other disks, making him cock an eyebrow in surprise. Twisting his wrists again, a small puff of steam ejected from the ends of the gauntlets as Ben brought his arms out.

 **"Final disk!"** The lacrima alerted.

Ben then clicked his tongue as he stepped back. He then slammed his forearms together, causing the Blue Waves to spark a little.

"Clock Nine!" He shouted. The Blue Waves flickered green for a second, with the interior circuitry showing for a second. They then started to glow green in the front, charging magical power. A small beep was then heard, making Ben smirk.

"Alright, here goes! _**Alpha Shot!**_ "

A large ball of green energy powered up from within the barrels. Ben then clenched his fists, shouting out as a small green magic circle flickered, shooting out the built up energy. A small amount of recoil pushed back Ben back as the projectile began to fly into the air.

Tearju lowered her glasses for a bit.

"That's big!" She shouted with a wide eyed expression. The rest of the class nodded as they watched the green orb connect into the large disk. A large explosion was then seen as it reacted contact with the object. A few seconds later, all that was left was scraps of material that fell to the ground after the smoke dissipated. Ben huffed as he placed his hands on his hips.

He then looked up to the scoreboard. It had a static screen for a moment, before showing a dramatic display of colors.

" **Your score is… 15! A perfect score!"** It shouted. **"10 points for eliminating the basic targets, and a bonus 5 for eliminating the bonus target!"**

"Amazing!" Tearju-sensei clapped her hands together. "Those were some moves Rin."

"Ah, it's nothing…" He sheepishly waved his hands. He then walked away, but then noticed the jaw dropped audience. Even Wendy and the girls were a bit bewildered by his recent feat as he rejoined them.

"What the hell kind of magic is that?!" Haruka barked. "That was awesome!"

"Truly… You haven't used that power against an actual person have you?" Kanata then asked with a worried look. Ben shook his head, making her sigh in relief. Wendy giggled, but then heard Tearju call her name.

"Oh, i-it's my turn I guess." She said with a slightly afraid expression. Ben then patted her shoulder. "Just do your best!" He encouraged.

Wendy turned to him, and then smiled in returned. She balled her fist, puffing her cheeks with newfound confidence as she walked over to the station.

"Now let's see how she fares." Kanata commented.

"You'll see." Ben boasted, making the other two glance at him with a questioning look.

* * *

 **...**

"Are you ready Wendy-chan?" Tearju asked.

"Ha-Hai!" Wendy stuttered. Tearju giggled, but then turned to the field. "Alright then, I'm starting the count off. Oh, by the way, I'm not sure that I've told everyone, but there's two different sets of trials."

"Two?" Wendy then turned to her. She nodded, holding up two fingers.

"Yes. There's the one that Rin just did, trial 1. And then there's this one, trial 2." She then notified her, gesturing to look over.

 **"3!"**

 **"2!"**

 **"...1!"**

Wendy then gulped as she got into position.

 **"GO!"** It announced again.

Wendy stood for a moment, but then gasped as all the turrets moved at the same time. They all then shot out 3 disks of the medium size. However, once they reached into the air, they didn't go down, but rather started to move back and forth in different directions. Wendy rose an eyebrow at the bizarre sight, but her attention was then brought upwards to the lacrima.

 **"Eliminate the targets as fast as you can! You have two minutes to do so!"**

Wendy then gulped as the starting beep went off. She looked out, wondering which one to hit first.

 _'Should I go for that one in the middle? ...No, it's too fast, maybe that one on the left? No no, it's too far away… oh, what do I do?'_ She panicked.

Ben noticed her state of panic, and then brought his hands together, shouting out.

"Wendy, just finish it in one blast!" He yelled out to her. Wendy twirled over, wondering what he meant.

 _'One blast… what does she mean by… OH!'_ She then jumped up. She then spun back around, giving Ben a thumbs up as she began to take a deep breathe.

 _'That's right. Use_ that _!'_ He shook his head up and down with a positive look on his face. The twins looked at him, and then back towards Wendy.

The Dragon mage then opened her mouth wide, aiming it out towards the field. A large sky blue magic circle then flickered as she exhaled.

 _ **" _S_ ky Dragon's Roar!" **_She shouted loudly.

Coming out from the circle, a humungous torrent of wind blasted out. Everyone was surprised as it blasted away practically everything in its wake. Even groups from the other areas cocked their heads over, wondering what the hell kind of magic that was. Ben smiled at the feat, but then displayed a look of shock.

' _Wait, crap… I got pulled in by the flow and made her do something big… Aw man, this is probably going to attract a lot of attention…'_ He face palmed and tugged at his wig. Sighing, he then looked up. His eyes widened once more at the sight of Wendy, who displayed a bright smile at her face as she was talking to Tearju-sensei, who was still shocked by the Roar.

 **"Trial finished! Your time is: 6 seconds!"** The lacrima retorted.

"T-That magic, Wendy-chan…" Tearju muttered with disbelief.

Wendy then did a goofy smile, but then gasped and covered her mouth.

 _'OH NO! I just attracted a bunch of attention to myself…'_ She then realized, feeling the gazes stabbing into her body. She then looked at Ben, who was also still reacting to their feats.

 _'Guess we'll_ really _have to barge in after this…'_ He decided. He then looked up, wondering how the crowd was going to react to that. He knew that the performance that he displayed was already shocking enough, but since it was Dragon Slayer Magic, a _Lost_ Magic, it pretty much was a bomb to the audience's faces.

As Wendy approached the trio, the twins grabbed her and both shook her body back and forth.

"WHAT THE HELL WAS THAT?!" They screamed with awe. Wendy struggled to keep a straight face as Ben pulled her away from the hold.

"Well, let's just keep this to ourselves alright? I'm sure there's better people with magic more efficient than our own?" He said with a half-hearted smile. They then pointed their fingers at them.

"AS IF SOMEONE CAN BE AS DESTRUCTIVE AS THAT!" Haruka retorted.

"I'm pretty sure we can win this, but the third years may pose a threat still…" Kanata worried a little as she looked over to the 3rd year's area.

"Ha ha ha…" The Omnitrix wielder muttered. "By the way, what was the score for the two of you?"

The twins then turned to him. "I took on trial 2. My time was around 30 seconds. My magic's not the most destructive like _some_ people, but I can still finish in a fashionably good time." Kanata remarked with a semi glare.

"I did trial 1!" Haruka grinned. "I did hit most of the normal targets, but I wasn't able to finish the bonus one, so I got 9…" She chuckled.

"That's pretty good still." Ben replied with a smirk. "The groups are supposed to be consisted of 5 people right? You two might make the cut, but I'm pretty sure Wendy and I'll make it." He then boasted with a smug face.

"Oi Ben, teme…" Haruka growled with an unpleasant smile, her brow twitching. She nudged his face with her elbow, causing him to sweat a little as he tried to not get pushed down.

* * *

 **…**

"Aaaaannnyhooww…, everyone's finished with their trials right?" Tenjouji called out, horn on in her hand. She then held it up as the teachers from the respective classes gave her the scores.

 **"Ok then, time to announce the results! We'll start with those that proceeded with the first type of trial."** She shouted as she held up some papers.

 **"From the first years! We first have… Wendy Marvell!"**

Wendy flinched a little as she heard her name get called out. Several cheers were heard as they turned to face the petite girl. Ben and the twins patted her on the shoulders. They then looked back towards the principal.

 **"Continuing on: Taiga Aisaka!"**

Ben rose an eyebrow at the strangely feline like name. He also noticed that she had the same first name as Fujimura-sensei. She looked over to see where she was, only to see a short girl with a stern look on her face. She had long golden brown her with brown eyes, and she carried a bokuton, or a wooden sword. She huffed a little, but Ben saw a smidgeon of a smile on her face at the last second.

"As expected of the Palm-top Tiger!" One girl called out.

"Yeah. She's a natural!" Another added.

 _'Palm-top?'_ He wondered. He glanced at her for a second, before going wide eyed with understanding. _'Ah. I see why.'_ He nodded.

"Interesting. Let's see what else is—" He opened his mouth.

 **"Rin Kousaka!"** Tenjouji cut him off.

Ben blinked, but then smiled. "As expected."

The rest of the cast began to get called on. After around half a dozen minutes or so, the groups of 5 were called out. The students were instructed to group up in their designated areas, and wait for the announcement from the principal. Ben and Wendy walked over to their circle. There, they met up with Aisaka and Kanata. The four then waited for their other member to show up. A girl with light purple hair and golden brown eyes approached them. She had a blank expression on her face as she tilted her glasses up.

Wendy then looked around, and decided to speak out first.

"A-Alright then, how about we introduce each other first?" She called out. Everyone else turned to look at her, then looked at each other.

"Sure then. The name's Kanata Saigaki (mixed in their last names!). I'm from class 1-B." She gestured to herself.

"Wendy Marvell! I-I'm also from 1-B." She rose a hand up.

"Rin Kousaka, likewise." Ben responded.

Taiga tapped her sword on her shoulder. "Taiga Aisaka, from 1-A. Nice to meet you all." She said with a neutral expression on her face. The group then turned to the last member.

"Yuki Nagato. Class 1-C." She muttered.

 _'Nervous, or lacking emotion?'_ Ben rose an eyebrow. He then shook that thought off as he looked back. "So, what magic does everyone have?" He then asked.

Taiga swung her sword, holding it out towards the group. "I use sword magic. I utilize my sword to send my magic power in a variety of projectiles or melee attacks. I can also apply magic to my feet for extra bursts of speed." She explained.

Kanata then stepped forward, holding a hand up. A small flame then flickered to life.

"I use fire magic. I've heard that there's a Dragon Slayer that utilizes fire magic as well, but according to what I've heard, he causes a lot of collateral damage." She blinked. Ben turned his face away to laugh sarcastically.

 _'Girl, you don't know the half of it…'_ He remarked.

"I use my fire magic to create objects, like whips or fireballs. Control is my element." She then said, converting the fire into a small hammer of flames.

"Oho." He murmured. He then stepped up, swiping his wrists.

"You guys probably already know me and Wendy's magic, but let me explain in full detail." He started, lifting his arms up.

"These two gauntlets are called the Blue Waves. They're a pair of magic emitting dual shooters, which function as close quarter or long range weapons. Each gauntlet holds 11 small lacrimas, 10 which act as ammo, and the other as a reloader." He explained, blasting a few small shots in the air.

He then reloaded by twisting his wrists. "The rounds that get used up are swapped when I twist my wrists. They're then recharged by the supplier lacrima when they spin around. The battery does recharge itself, but I can't be too negligent with it." He then said.

"I think everyone knows what my magic is, so I don't really need to explain myself…" Wendy mumbled.

Nagato then tilted her glasses up again. "Blast magic." Was all she said. Ben and the others looked at her for a moment, but then she aimed a palm into the sky and shot a large beam of blue energy.

"Oh." They all said with dumbfounded looks on their faces. Everyone's attention then turned back to the calling of Tenjouji.

 **"Ok then everyone, let's have the contestants gather near the field. Everyone else please go the bleachers!"** She proceeded to instruct. With a snap of her fingers, a large set of bleachers came out from a magic circle. Several walls of stone then appeared, creating a sort of coliseum. The groups proceeded to gather around the circumference of the area, and then awaited their calling.

 **"Now then, let's start the 21** **st** **Saints Blues Magic Festival!"** She said with a toothy grin.

"Here we go again…" Ben murmured, now having a focused expression as he looked out.

* * *

Second part done. What do you guys think?

So this 'festival' may be a little bit like the Magic Games, maybe, maybe not. Though I did want to try writing a tournament kind of Arc, I like that kind of stuff. Ben _will_ be using the aliens in this Arc, just in a way that's unexpected. You'll see what I mean by that.

Anyhow, see if you can find out the new cameos and references I made in this chapter! I hope you all enjoyed this chapter, the story now has over 40k views! This story has also now broken the 150k word wall! Ho ho!

So, with that all said, I'll see you guys later. Please rate/review this story if you want. Toodles!


	23. Saints Blues Academy Pt 3 Finale

So, here we are once again, but this time it's a long chapter! A _whooooooole_ bunch of cameos and other references appear in this chapter. From games to anime, try to figure it out!

A bit more action orientated in my opinion, I tried to make it a bit...flashy? If that's how you would put it? Anyways...

 **Sean Bruce:** Yeah, I've been thinking about whether or not giving Ben a counterpart in Edolas. I suppose that since he did come from another dimension, it would make sense to not.

For Ben's figure, here's how I would put it. Since he's in the Null Void, it's not like it's going to give his skin anymore sunlight, so it would probably make his skin a bit paler if anything,

His diet would consist of whatever he could find, which basically means the bare minimum for satisfying his urges. His figure would be slimmer, possibly more...feminine maybe? Took a little inspiration from Natsume Yuujinchou for that though.

Anyhow, that's all I wanted to say, so let's welcome this part of the Null Fairy! 13k words!

And of course, I own nothing related to the subject of **Ben 10** , **Fairy Tail** , or any other of the references that I make in this chapter. Please support their official releases, and happy reading to you all!

* * *

 **Chapter 23:** _Saints Blues Academy Part 3/Finale_

 _"ACHOO!"_

Ben suddenly sneezed as he and his group began to walk. Aisaka turns around, her arms using her wooden sword as a resting stand.

"What's up?" She cocked an eyebrow. Ben sniffled as he wiped his nose, looking up towards the sky.

"Ugg… Is someone talking about me?" He thought out loud. The Palmtop Tiger cocked an eyebrow in confusion. "Huh? What're you on about?"

"Ah, don't mind me Aisaka." He glanced back, waving over. She gave him a strange look, before turning back around to join the others.

"Weird girl." She said bluntly. Ben sweat dropped a little, wondering if she lacked a sense of superstition, but then looked up again.

' _Preparations for the Harvest Festival's beginning right now. I wonder what everyone's doing.'_ He smiled at the thought…

* * *

 **...**

Back at Magnolia, the members of Fairy Tail; well _most_ of them at least, were assisting for the preparation of the annual Harvest Festival. Many items were being carried across town, which included decorations, fireworks, food, et cetera.

However, with Lucy and some of the girls…

 _At Fairy Hills…_

"Waaaahh! Levy, what am I gonna do about my rent…" Lucy sniffled, burying her face into the shoulder of the petite girl.

"Well, you can try this then?" A voice then said. The residents in Levy's room looked out towards the window, in which a familiar big eyed cat stood. He turned his knapsack around and took out a folded piece of paper. Lucy walked up, taking the sheet after Happy showed it.

"Miss Fairy Tail Contest?" Lucy said with a questioning tone. Levy then dashed next to her.

"Yeah! You should try competing in it yourself Lu-chan!" Levy encouraged. "I'm also gonna be in it too!"

"What is this contest about?" Juvia cocked her head. Levy then took out a chalk board and began to write on it. Different images were created and shown shortly afterwards.

"The Miss Fairy Tail contest is an event involving the women in Fairy Tail, seeing whoever is the most appealing to the crowd. It's a beauty contest essentially!" Levy winked.

"And the winner of the contest gets _500,000_ jewels!" She then emphasized. Lucy's jaw dropped.

"E-Eh?! 500k?!" She said, trying to picture the image in her head. She held her temple in frustration. "With that much, I can pay for 7 months' worth of rent! No, maybe even more!" She growled.

She then stood up, clenched fists and a fiery aura bursting from her.

"I-I think I have a shot! With my charms and such I'm sure I can—"

"Erza and Mira are also participating too." Happy interrupted with a blank expression. Lucy's proud declaration shattered, causing her to kneel in despair.

"Mira…? But she's been involved in all those magazines and gravure photos… Wait no, I can still do this!" Lucy persisted. Juvia then looked over.

"Hmm…Juvia will also participate as well then!" She announced. The other three looked over. "For the sake of my Gray-sama! I'll capture his heart, and defeat my love rival!" She said with flickering eyes.

"She still going on about that?" Happy retorted. Lucy replied with a sarcastic chuckled. Levy then stood in front of the two.

"Say, if you're going to be competing, why not call the other participants and oh, I don't know, wager another prize between you all?" Happy suggested with a raised paw.

"Another prize? What do you have in mind?" Lucy asked. Levy then gasped in understanding, snickering at him.

"Ah, you'll see. Natsu and Gray came up with it. Should we inform the master about it as well?" Happy grinned. Levy responded with an immediate thumbs up.

"Great. I'll go call the others and have them meet up with gramps!" Happy then said, taking off into the distance. Lucy and Juvia then looked at Levy, but all she did was give them a smirk as she told them to follow her…

* * *

 **…**

Relocating to the Academy, Ben once again felt a feeling of superstition, with the symptom being a slight shiver down his spine this time. He folded his arms as his body shook for a moment.

 _'I swear someone's out there planning something for me…'_ He cried out in his mind.

"Rin! Come on, everyone's waiting for us!" Kanata called out, waving to him. He turned around, nodding as he began to run towards the circle. He looked around, eyeing the rest of the competition.

 _'5 people per grade level, meaning 15 in total. I wonder what she's going to have us do.'_ He blinked, now looking over to Tenjouji.

Jumping onto a platform, the dark blue haired woman's ahoge twirled once more as she brought her horn up.

 **"Ok, everyone present and accounted for?"** She yelled out. The students and faculty that were sitting by the bleachers reacted with a thunderous cheer, answering her question.

 **"Good! Then let's go over the activities for this year's competition!"** She then pointed upwards. A nearby teacher activated a lacrima and projected a large screen above her head.

Ben and company looked up at said screen as it began to list off a bunch of trials and other useful information. After everything was displayed, Tenjouji brought the horn up again.

 **"Now then, let's go over the basic matching types! First off, we have the singles matches!"** The screen flickered, showing two colored figures in a simulated battle. A bunch of texted rolled in as she begun explaining.

 **"Like one would normally assume, this mode is a 1v1 match between two students. For this particular matchup, there is no time limit, and all types of magic are allowed. The match is conceded if one person falls unconscious, if an otherwise serious injury occurs, or if one side surrenders!"** She called out, the screen changing to said images to describe her explanation.

The screen then flickered to another activity, featuring three contestants. Several projectiles were shown trying to hit the group as they attempted to dodge.

 **"Next up, the Survival Chamber! As the name suggests again, the goal of this mode is to survive as long as you can. Using your magic to avoid the obstacles, using others to your advantage, etc. You're disqualified if you sustain major injuries, fall unconscious, or surrender. 5 participants will be required!"** She further explained. Ben rubbed his chin.

"Survival eh?" Aisaka smirked. The others turned to her. "This is gonna be interesting."

"Indeed. But the real question is if we're able to choose who goes to where, or if the activities and people are randomly chosen." Nagato inquired. Kanata and Aisaka flinched.

"N-Nagato actually spoke a full sentence!" The pink head remarked with surprise. Wendy and Ben looked at her with confused looks on their faces.

"Is it really that uncommon?" Wendy asked. Kanata replied with a sharp nod. The group then turned their heads to Tenjouji as she cleared her throat.

 **"And the last event; Team Battles!"** She rose an arm up, signaling the screen to change. Two groups of two then appeared across each other.

 **"Similar to the singles, this mode involves four students divided into pairs of two. There's no time limit, but different rules will be applied, so stay tune if you get chosen for this event!"** She finished off.

 **"Now then, let's GOO!"** She then struck a fist into the air excitedly. The crowd roared in response as the screen changed to that of the participating students. A second screen popped up, scrolling through the 3 choices.

 **"And the first event iiiiiiissss…"** She began. The selection started to slow down, until it chose a topic. It then flickered to four individuals, 2 blue, 2 red.

 **"The Team Battles! And let's see who's participating!"** She then gestured her arm to the other screen, in which yellow circles hovered over the student's profiles. After a bit more random selection, four students were randomly selected.

 **"And there you have it folks! The first team will be consisting of first years Rin Kousaka and Yuki Nagato! And for our second team, it'll be made from one of the 2** **nd** **years and one of the 3** **rd** **years. Give a round of applause for Asuna Yuuki and Akame… Akame uh, anyways! Let's get started!"** She spun her arm and ahoge.

Inside the arena, a large white border was dotted out. Ben gestured over to Nagato, in which she simply nodded as they began to walk up towards the destined area. As they did so, Ben looked across to see the enemy pair. Two beauties that were roughly the same height, one with black hair and red eyes, while the other had orange-brownish chestnut hair and blue eyes.

They both carried swords, in which both were sheathed. Asuna's was in a white and sky blue scabbard, while Akame's was in a red saya that had black leather on the edge.

The chestnut head glanced over to her side and over to the red eyed individual.

"It's nice to work with you Akame-senpai." She gestured a hand for a handshake. Akame blinked, accepting the gesture.

"Likewise Asuna." She replied. The two then looked over to Ben and Nagato, who stood across from them, roughly 2 meters apart. Ben glanced at Nagato again.

"Shall we Nagato?" Ben inquired. She simply nodded as the two looked back across.

"So you're the girl that won the race. Rin, right? The name's Asuna, and this is Akame." Asuna greeted. Ben smiled in return. "Likewise. This is Nagato. Let's have a good match senpais." He nudged over to the orange eyed girl, and then back to them. She nodded once more as the introductions were passed.

Tenjouji then walked to the middle. "Now then, I didn't specify this earlier, but this year we've decided to add in some bonus factors to some of the matches. For this battle, all contestants will be given a shield of energy!" She then snapped her fingers. Ben and Nagato were then surround by a red bubble of energy, while the opposing teams were blue instead.

"To activate it, go into a guarding position and shout the word 'Shield!'. To maintain it, you must stay in your stance, but doing so will cause it to slowly shrink. Enemy attacks will cause it to shrink as well, and if it pops, a side effect will kick in, paralyzing you for a moment!" She warned.

 _'Shield… where did I learn that mechanic from? Smash… super something...'_ He rubbed his chin. The teams then nodded as they got into stances. Tenjouji then held up a whistle.

"Ok then! On your marks…"

Asuna and Akame drew their blades. Ben's eyes widened slightly as he noticed their selected weapons. Asuna's was a rapier. Its blade was shining white, accompanied by a circular teal blue guard. Akame's was a sleek katana with a red handle and guard. Ben winced a little, noticing how sharp it seemed to be despite being a distance away. He then cleared his throat as he slapped his wrists together, activating the Blue Waves. Nagato simply got into a stance with her palms open.

 _"GO!_ " She then blew her whistle.

Asuna dashed forward immediately, thrusting her rapier towards Ben's chest. Ben stepped back a little as he held his arms in a guard stance. As her blade drew closer, he jabbed his right arm forward, clenching his fist as he did so.

 _"Level two."_ He muttered as he did so. A small burst of energy deflected the attack, making Asuna whistle as she spun and landed a few feet away.

"Those gauntlets sure pack a punch." She complimented.

"Thanks. I made them myself." He boasted with a smug face. That sentence made the crowd react a little as he turned back to Nagato.

"Nagato, I'll be the front guard and the distraction. Can you provide cover fire?" He asked.

"Roger." She muttered, holding a palm out. A dark blue circle flickered as she shot a blast of magic power at Akame.

"Not good enough." She shot out, deflecting the blast with her blade. She then rushed forward. Ben intercepted her as she tried to swing at the purple haired girl, using his arms to cover his head as he charged in.

"Not on my watch!" He yelled, knocking her arms out. He then grunted as he did a backflip, flip kicking her sword off from her hand.

"Tch!" Akame narrowed her eyes. She then skipped back. "Asuna."

"On it!"

"Nagato!" Ben called out. She responded by shooting a blast at Asuna. The swordswoman slid down, avoiding said blast.

"That's not going to work!" She smiled. Ben then did a gritty grin as he charged forward at Asuna. While they did that, Akame jumped back and grabbed her katana again.

 _ **" _Li_ near!" **_She shouted. An orange magic circle flickered, covering the blade in a coat of white-pinkish energy. A quick thrust forced Ben to cover himself as he got pushed back a little.

"Here's some more!" Asuna continued with her thrusts. Ben's arms were starting to get a tad bit uncomfortable, so...

 _"Shield!"_ He then called out. Right as she was about to unleash her last thrust, a red bubble appeared. A 'chlink' sound was heard as the attack was nullified.

 **"Oh! There you have it folks, our first power shield!"** Tenjouji called out, now away from the stadium and in the commentator's booth.

"Eh?!" Asuna frowned a little as she was forced to continue her motion. Ben then smirked, taking advantage of the fact that she was stuck in hitlag. He aimed his arms back, clenching his fists once more.

"Level 7!" He shouted, blasting a bigger mass of energy. Asuna blinked as he got to her in a second, heat butting her in the stomach. She winced as she was launched away.

 **"And a direct hit from Rin takes the cake!"**

Asuna rubbed her belly for a moment, before somersaulting and landing in a crouching position. She then gave him a small smile, acknowledging that last attack.

"Not too shabby!" She called out. Akame then appeared next to her.

"Are you alright?" The black haired girl asked. Asuna nodded, readying her rapier. "It seems that this transfer student is full of tricks." Akame then said.

"Yeah. It seems like we'll need to speed up. You ready?" Asuna glanced over. Akame nodded in response as they both got into their stances.

Ben narrowed his eyes. "Nagato, keep an eye out."

"Roger."

"Let's go!" Asuna then yelled. The two girls then sped forward. Nagato held both palms out as she began to blast them. The two swordswomen dodged left and right with graceful movements, making some of the crowd 'ooh' in response.

"Take this!" She then yelled, _**"Quadruble…"**_

Ben then guarded again. _"Shi—"_

 _ **"** **Pain!"**_ She finished her motion as her blade was quenched in a red aura. She did a rapid four-hit thrust, knocking away Ben's arms.

"Crap!" He cursed. Asuna then clenched her fist as a small yellow circle flickered and covered her arm.

 _ **"Flash Blow!"**_ She yelled, delivering a quick uppercut at Ben's torso. He gasped in pain as it launched him up.

"Akame-senpai!" She then turned to the black haired girl. She ran low as she prepared her sword. Leaping into the air, Ben went wide eyed as he looked at the blade.

"Crap crap crap—"

 _ ***BOOM!***_

"WOAH!"

Akame went wide eyed for a moment as Ben was suddenly propelled past her. Ben grunted as he was launched forward. He then shot a blast down to help him land. He then rubbed his back as he turned to look at Nagato with a look of disbelief.

"Na-Nagato…" He muttered. "That hurt…" He then cried out.

Nagato simply gave a thumbs up, making Ben and Asuna dead pan. Akame gave her a small smile, before returning to her blank expression.

"Smart. Avoiding a lethal blow by moving your ally to another location." She stated. Nagato gave another thumbs up in response.

"But alas, your time is up!" She then landed, and proceeded to dash forward again, this time towards Nagato. Asuna also proceeded to join with her. Ben gritted teeth as he clenched his fists.

"Level 8!" He yelled, zooming over to them. Nagato then attempted to defend herself. She brought her hands to her right side and cupped them together. A mass of blue energy amassed in that space, making the other three blink.

"Kamehameha." She muttered with no emotion, unleashing a devastating blast of energy as she brought her arms out.

"WHAT THE HEEEEEELL?! What's with the refer—" Asuna retorted as she quickly dropped to the floor with Akame.

Ben's expression turned to shock, suddenly stopping. Out of fear he shot his forearms out and together.

"LEVEL 10!" He squealed, clenching his fists in a hurry. A mass of steam exited the rear ends of the gauntlets. A massive green beam then shot out in response. Everyone displayed a look of awe on their faces as they tried to cover themselves.

When the two beams collided, a massive explosion was created as a result, blowing everyone away except for the two blasters. Akame and Asuna were launched away like ragdolls towards the school building. A large cracking sound was heard as they collided into the walls, breaking two holes into the building. After the beam collision ended Ben panted a little as his body shook. Sitting down, he looks at Nagato with a hesitant expression.

"Ah. I got scared." She nonchalantly said with her emotionless face.

"WHAT THE HEEEEEELL?!" The crowd retorted. Ben sweat dropped as well.

"Na-Nagato, next time tell me if you're going to do something like that alright?" He asked with a snookered tone. She simply cocked her head.

"Roger?"

Tenjouji then stood up, holding a microphone.

 **"And the first round is over! The winners are Rin and Yuki!"** She cheered. Everyone responded shortly afterwards with positive response.

Ben then looked over to where Asuna and Akame crashed. Some medics were currently moving over to attend to them, making him sigh in relief. He then twisted his wrists, releasing a large puff of steam as the Blue Waves reloaded. He and Nagato then returned back to their group. The other 3 high fived them.

"What the hell was that?!" Aisaka asked with a grin, slapping Nagato's back.

"Fear caused me to panic and launch an unnecessary overload of magic." She explained as her glasses flickered.

"You shouldn't be proud of something like that…" Ben retorted with a chuckle.

"Still, that was so cool!" Wendy squealed. Ben smiled, nodding his head in thanks.

 **"Well then, that was something to remember!"** Tenjouji then stood up. **"But let's move on to the next round! Remember, even though your ally helped you this time, the goal is to be the winner yourself!"**

Everyone's attention went back to the lacrima screen as it began selecting the next mode. Everyone stayed silent until the selection chose—

 **"And we have a singles battle! Now let's see who's battling it out this time!"** She then snapped her fingers, making the student selection begin once more. Ben and Nagato's icons were blank since they just went, along with Asuna's and Akame's.

After a few seconds, the crowd along with everyone else watched at the two fighters were chosen. Aisaka grinned as she swung her sword forward.

 **"Ara, we have our fighters! First year Taiga Aisaka and 3** **rd** **year Ayano Kannagi!"** She slammed her fist on the counter.

"Show 'em whatcha got Aisaka!" Wendy cheered for her.

"Her opponent is Ayano-senpai… This could prove troublesome." Kanata mumbled as Aisaka walked off to the field.

"What do you mean?" Ben turned to her.

"Ayano-senpai also uses fire magic like me, but the thing about her is that her flames are extremely hot and massive. Aisaka utilizes wind magic, so I'm not sure if…"

"Well, we'll just see then." Ben suddenly said. Kanata looked at him, but then sighed while shrugging.

"I suppose…" She finished her thoughts.

Aisaka and Ayano approached the field. Surprisingly, they were both using wooden swords, though the design was slightly different. Aisaka's was modelled after a katana, while Ayano's was made to resemble a long sword with a guard. The pinkish-red head looked down at the shorter girl, before pointing her sword.

"May the best swordsman win?" She stated.

"May the best win." Aisaka answered, pointing her own sword in return.

 **"Now then, let the first singles match begin!"** Tenjouji then whistled.

Aisaka jumped back, putting herself into a long point guard. Ayano lifted her sword with both hands, slowly walking forward. The Palm-Top Tiger made short steps back in response.

Ayano then stabbed the ground with her sword. With a shout, a red magic circle flickered.

 _ **"** ** _Flame_ Wave!" **_ She casted. Out from the circle, several waves of fire shot out towards Aisaka. She blinked, noticing the speed of the projectiles.

"Fast, but not fast enough. Probably also should've told everyone that my magic also includes sword transformation…" She shot out. Skimming her sword with a finger, a mint green magic circle flickered.

 _ **"** ** _M_ orph: Tempest Blade…" **_She called out, wrapping her sword with a green aura. The sword then changed form, now transforming into a cyan green long sword.

 _ **"** ** _B_ right Spurner!" **_She finished, holding her new sword with one hand. She then dashed forward and sliced the flames away. Her use of wind magic made the edge exceptionally sharp, allowing her to easily deal with the fire.

"Impressive, but how about this?" Ayano then jumped up. Her sword glowed red for a second, before swinging it downwards.

 _ **"** ** _R_ ed Pulse!" **_She yelled, releasing a mass of red energy. Aisaka stopped to look up, before holding her sword again.

 _ **"** ** _M_ orph!" **_She muttered, causing her sword to flash again. Ayano narrowed her eyes as a larger weapon appeared. It resembled some sort of axe-sword, but looked too heavy for a normal human to carry.

 _ **"** ** _I_ gnis Crusher!" **_She yelled, leaping forward and slapping the projectile back at Ayano. She flinched for a moment, before spinning midair to avoid her reflected attack. It continued to fly for a bit, before exploding in a flash of red.

The pink head then landed, now looking at the massive weapon that Aisaka swung on her shoulder.

"That's quite the weapon." Ayano noted. Aisaka smirked, but then rose her sword up as it flashed again.

"Yeah, I get that. But it's time to finish this!" She then yelled. She tossed her weapon up, and then jumped into the air. "Come at me with all you got!"

 _ **"** ** _E_ quip! Apocalypse Wind!" **_She echoed out. Ayano widened her eyes as she felt a feeling of danger wave through the field.

Flashing a brilliant green, Aisaka landed with grace. As the light dissipated, Ben and everyone else bore their eyes into the sight.

Aisaka was now wearing a set of light armor. Consisting of a black jumpsuit that went to her elbows and knees, she also wore a dark green leather guard. Large leather shoulder guards were equipped, alongside dark green guards on her forearms and shins. Wearing grey fingerless gloves and brown boots, her hair was now tied in a ponytail, and she wore an angular dark purple visor. Her wooden sword opened up, transforming itself into a large green greatsword with a brown handle.

"Interesting. Come at me with full force!" Ayano smiled, taking a stance.

A mass of wind energy began to engulf around Aisaka's edge. Ayano then placed her arms in an L shape, with her sword sticking to the side. A large magic circle then grew to size underneath her feet.

 _ **"** ** _O_ pen, the Gates of Flames! I call upon thee: Enju!" **_She chanted. The circle and her sword then flashed, activating the calling as a large flame came was casted, shooting out from her sword. It then began to turn into that of a crimson red lion with glowing yellow eyes as it ran in the air, leading out a loud roar.

It didn't maintain that appearance however as it soon seeped into Ayano, engulfing her in an aura of crimson magic power.

 **"Here we have it folks! These girls have been training for this moment! The first year challenger Aisaka, yielding to us the look of a heroic fighter! And Ayano, with the destructive force of mighty flames on her side, who will win?! Place your bets!"** Tenjouji screamed with excitement.

"Come!" Ayano challenged. Aisaka then took a deep breathe as the audience began to avert their eyes towards the shorter girl.

"G-Go Aisaka-san!" Wendy shouted as loud as she could. Ben glanced at her, but then looked back at the green fighter.

"This is gonna be good." He smirked. Kanata had a worried expression on her face as she continued to watch.

Exhaling slowly, Aisaka then hung low as she focused her gaze. A magic circle encompassed her feet, making them glow for a moment as she leaped high into the air. As she rose, the energy around her weapon began to take shape, resembling that of a drill. Aiming her weapon at Ayano, another circle then flickered.

Using it as springboard, she pushed off with another powerful jump. This time she began to spin around rapidly, now truly making her resemble a bright green drill as she gave off a loud shout. On the ground, Ayano swiped her sword to her side, getting ready to unleash her own attack. She then jumped up to meet Aisaka, swinging at her with a shout of her own…

* * *

 **...**

Back at Fairy Tail, Happy and the others met up with Natsu and Gray, who were waiting in the guild.

"Natsu! I've brought everyone here." Happy called out to his partner. Both of the mages turned to him with grins on their faces.

"Alright!" Natsu smiled. He then looked around at the cast that was present. It was the main majority of the female members of Fairy Tail: Lucy, Erza, Levy, Bisca, Mira, Juvia, and strangely enough, Cana.

"So what's this about?" Lucy asked, curious about why everyone was called over.

Gray then stood up, somehow already losing his shirt in the process.

"You all know about the prize money for the Miss Fairy Tail Contest right?" He held a finger up. Everyone nodded in response.

"But what if we added _another_ reward eh?" Natsu then said.

"Such as?" Bisca then asked, getting a bit interested now.

"Well yah see, we were planning to ask Gramps if— oh, there he is now!" Natsu then darted his eyes over to Makarov, who was walking in with Mira. The two were carrying some supplies as they came in.

"Hey Gramps!" Natsu jumped over to the old man.

"Hmm? What's up Natsu?" He replied, looking to his side.

"You're going to be one of the judges for the Miss Fairy Tail Contest right?" He grinned. Makarov blinked, but then nodded in response.

"Cool! Hey, do you think you can do me and Gray a favor then?" He then moved his head towards his ears, whispering the plan that he and Gray had in mind. Mira bended over to hear their talking.

"Hmm? Hm, mhm, yes… hm. Oh, that's actually pretty sneaky!" Makarov then gave a grin. Mira giggled in response as Natsu turned to the ice mage, giving him a thumbs up.

"Yes." He muttered, clenching a fist in victory. He then turned back to the others.

"We convinced Master to add another judge to the Contest. Can you try guessing who it is?" He then folded his arms.

Everyone thought for a moment, and then started to guess.

"Jet?" Levy was the first to guess. Gray shook his head.

"Elfman then?" Cana tried, sounding unenthusiastic. Gray waved a hand in response.

"...It's not… Alzack?" Bisca then said nervously. Once again, Gray shook his head with a smile. Erza and Juvia then blinked as they looked up.

"...Ben?" They both answered. The other girls looked at them, wondering why they would think that. But surprisingly enough…

"And we have the winner!" He the rose his hands up, making everyone go 'eh?!'.

"Ben? But why?" Lucy then said.

"For a sake of a little prank!" Natsu then answered, walking back with Mira and Makarov.

 _'And also for revenge for that time…'_ The two then gave evil grins at each other. They still had a grudges for that time Rath slammed them into the ground.

"So, what does Ben have to do with this other prize then?" Erza asked the two.

"Whoever wins the Contest gets to have Ben as their personal servant for a week after the Harvest Festival is over!" Mira then moved up, making everyone flinch in response.

"Servant?" The girls all said.

"You can make him do anything. Help you with chores, shopping, missions, whatever. Just not anything too extreme." Makarov pointed out. That made the girls interested for sure now.

 _'If I had Ben with me, then maybe I could actually complete jobs and gain the bonuses of no collateral damage!'_ Lucy's eyes flickered at the potential opportunity.

 _'Hmm, it would be nice to take him alongside on some missions. It could give me a chance to gain valuable data on his alien forms…'_ Levy rubbed her chin.

 _'...We could go shopping for clothes for him… I wonder how he would look in a maid uniform? Oh, I could also train him for the S-Rank trials… There's so much I could do!'_ Erza shook her head.

 _'I heard he has some intellectually advanced forms. Perhaps he could me develop some new weapons…'_ Bisca suggested with a smile.

 _'Oh, that means some nice sister and brother time! And… maybe he could give me some advice on how to get Gray-sama's attention?'_ Juvia gleaned at the thought.

 _'Servant. That means more beer...but I can't give liquor to the kid. So maybe, what about that Omnitrix of his?'_ Cana thought.

Makarov chuckled at the girls, amused at their looks of thought. He then turned to Mira.

"What would you have Ben do Mira?" He then asked. Mira looked down him, giggling in response.

"Well for starters, I would make him the perfect boy for that mystery girl he was talking about. Some cooking lessons, learning how to sew. Oh, maybe some proper etiquette as well!" Mira held her cheek with a smile.

"Oho. That would be something to see." He agreed with her suggestions.

Natsu and Gray snickered at the sight, clearly content that their plan went by and ended as a success...

* * *

 **...**

 _"ACHOO!"_

"Geez, what's with all the sneezing?" Aisaka barked. Ben did an apologetic sigh as he sniffled, wiping his nose as he did so.

"I-Its nothing. _Seriously though, who's talking about me?"_ He waved his hand off, but then turning his face and mumbling that last part.

"Eh? What were you just— Ow ow ow…" She grunted in mild pain.

"A-Ah…don't move around too much. You took a lot of damage with that stunt that you two pulled off." Ben repositioned her.

"Still a little ironic since you put us in here as well you know?" Asuna replied with a suggestive smile. Akame did a sharp nod to add to that.

He turned to the two of them, apologizing for his and Nagato's reckless stunt.

Ben was now in the infirmary. After that huge collisional wave did with Nagato, along with Aisaka and Ayano's clash of the century, he had been chosen to take the two latter girls in for recovery. Mikado was amused at the amount of patients so early into the festival.

The four girls were currently bandaged up, with either wrapped up on their body in its entirety, or on other spots which took more damage. There were a few broken cases… not to say it was intentional, but it happened.

"Still, if had applied just a bit more momentum into my last attack…" The short girl grumbled with a pout.

"It was still a great attack though. I had to master my last for a while, and you still took it fairly well." Ayano shot a compliment back.

"Still didn't win though." She continued to speak with her low tone. Ayano giggled. "There's always next year."

"I'm sorry that I let you down though senpai." Asuna turned to Akame with a sad smile. Akame shook her head, retaliating with a small smile of her own.

"No, it's alright. If I was able to fight to the best of my abilities against a worthy opponent, then despite some mishaps that caused a change in plans, it was a good match in the end." She admitted.

Hearing all of this, Ben nodded his head. He was glad that there wasn't much of a negative atmosphere around the area. It truly did seem to be a time for fun and games. But then he shook his head, remembering that he was here to complete a mission, not sidetrack.

Walking over to Mikado and nodding in her direction, he waves back at the four patients.

"Well, I'll be going now. Don't strain yourself too much Aisaka." He glanced at her. She merely huffed as she turned her to her side in the bed.

* * *

 **…**

"I'm back, what'd I miss?" Ben then said, returning to his group shortly after. Kanata turned around, gesturing her thumb over to the lacrima screen.

"We just finished a survival match. I somehow managed to survive that mayhem. I swear it's like they wanted us to get into awkward situations…" She then grumbled.

"What do you mean?" He rose an eyebrow. Wendy then stepped forward.

"Well…"

* * *

 **...**

Returning to the moment during in which Ben was in the infirmary, Tenjouji was already going on ahead with the next event. After the damage to the arena was repaired, the spinner began to roll once more.

 **"And… on to the next round!"** She grinned. She then pressed a switch, prompting it to start slowing down. **"And we have…"**

 _ ***Ding!***_ The lacrima screen then stopped to a cage like image.

 _ **"** ** _S_ URVIVAL!" **_She then stepped onto the counter, roaring that phrase out.

"Geh." Kanata spat out in response.

"Kanata-san?" Wendy looked over. She sighed, and then folded her arms.

"I really hope I don't get picked for this—"

 **"And our first contestant is 1st Year Kanata Saigaki!"** The announcement made her expression go blank.

Her eyebrow twitched for a bit, before sighing again and face palming. "Aw crapbaskets…"

Nagato patted her shoulder, giving her a thumbs up. "Fight-o." She tried to encourage. Wendy did a little chuckle at the sight of her trying to cheer Kanata up.

"Well, see you guys in a bit, and hopefully here and not in the infirmary." She waved them off as she began to walk towards the middle.

Wendy and Nagato watched as the other participants gathered. After everyone arrived, a large wall of magic surround the perimeter of the place, acting out as the border. As Kanata and the others began their trial, several disk launchers and lacrimas spawned inside.

 **"Now then, the goal is to survive by any means necessary. Using magic, or even other people is fair game!"** Tenjouji went over again before sounding off her whistle.

 **"START!"**

Kanata and the other participants immediately looked up as several projectiles were shot out from the lacrimas and the launchers. Many of the girls either dodged by rolling or used magic to move themselves out of place. Kanata clapped her hands together as a red magic circle lit up under her feet.

 _ **"** ** _B_ oard!" **_She yelled, creating a small fire board in which she leaped onto. She began soaring around the area, eyeing the other contestants as well as the dangers of the environment.

 _ **"** ** _Sc_ hneiden!" **_A voice then called out. Kanata darted her eyes over as she momentarily saw a thin blade of magical energy cut through some of the launchers.

"I don't like these type of activities…" The owner of the attack murmured. It belonged to a petite girl with long white hair and crimson red eyes. She held onto a red stick that had a yellow star on it. The top had a bow tied to it, making Kanata a little curious about it.

"Strange girl." She commentated, before flying off and continuing to avoid the others.

As the match continued onwards, more and more obstacles were added to the place. Pillars of rock gashed out from the ground, taking out a few contestants. Kanata winced a little as she gave a look of sympathy. The injured girls landed with a rather unpleasant thud as stars spun around their heads, with medical officers shortly carrying them off into safety after they were teleported out. With only three girls left, Kanata watched her two opponents as they were attempting to fight each other.

"Better to fight our way out then actually waste time Illya." The girl said while attempting to blast her with a wave of magic. She too had a stick, though it was blue instead of red. She had short black hair and golden eyes, yet her expression, or rather _lack_ of expression was similar to Nagato.

"Mi-Miyu…" The white haired girl, or rather Illya, responded with disbelief. "D-do we have to?"

Miyu didn't bother answering as she thrusted her stick forward, launching out a large beam. Illya squeaked as she ducked, barely dodging that attack. The beam ended up destroying one of the larger pillars of rock, making Kanata gasp a little.

"Woah. That's a bit dangerous…" She retorted as she looked down on them. Illyva then flew into the air, making Miyu pout a little. A transparent platform of blue then appeared below her feet. Jumping into the air, she continued to jump, but then noticed Kanata. Her eyes contracted a little as Miyu started to aim her rod.

"No hard feelings." Miyu started, shooting out a ball of blue energy at her. Kanata jumped up, but her ride was destroyed as a result. Landing on her feet, she clicked her tongue as she gathered fire in her hands.

"Really shouldn't be saying that at a time like this!" She retorted, making a bow of fire. She launched a few arrows into the air, aiming them at both of the flying girls.

Illya panicked a little as she dodged them. Miyu created a blue barrier that took in the impact of the attacks. She then spun around, creating dozens of energy spheres.

"Fire!" She shouted, launching them everywhere. Illya yelped once more as she began flying around the place.

 _ **"** ** _O_ h?! Miyu launches a volley of projectiles! How will everyone fare now?!" **_

"By doing this!" Kanata then retorted. Opening her palms out, large flames flickered in them. She took a moment to chant a phrase, causing them to grow in size and change to blue.

 _ **" _F_ ox Fire!" **_She gritted her teeth. The two flames then dispersed, acting out as homing projectiles that following wherever Miyu's attacks went. After a short while, many explosions were present as they collided into the masses of energy.

Kanata then backed up a little as she took a deep breathe. Raising her arms, a large dark red circle then flickered.

 _ **"** ** _He_ ll's Prominence!" **_

Dark flames shot out, quickly taking up the space within the arena. Illya and Miyu gasped as they began to lose oxygen, shortly staggering and dropping to the ground. Kanata then smiled as she converted the flames to squeaky like hammers.

"Let's end this shall we?" She swung her arms down. Two comical 'whack!' sounds were then made. Miyu and Illya then clonked out, moaning a little as the barrier lifted off.

 _ **"** ** _A_ nd our winner for this match is 1st year Kanata!" **_Tenjouji then announced with her cheerful voice. Kanata exhaled as she lifted a fist into the air. She then walked off to join the others.

* * *

 **…**

"Like that." Kanata then shrugged. Her uniform was full of dirt from the explosions that kicked it onto her. Ben blinked, before looking back towards the screen.

"So, there's six of us left right?" He then said. Kanata attempted to respond, but was then cut off by the slight screeching of the microphone.

 **"Ah! Sorry everyoneeeeee…!"** Her voice screeched at the last part, making everyone cover their ears.

 **"*Cough* Ahem, there we go. It seems that we have to finish this festival. What say we go out with a blast yeah?! For the final round of this, we'll be doing…"**

"Please don't let it be—"

 _ **"** ** _A_ Battle Royale!" **_ Tenjouji confirmed, making Kanata face palm again.

"Fuzzy pickles…" She cursed. Ben and Wendy pat her on the back, but then turn their faces back to the screen. It changed to that of a large dust cloud with various things inside of it, mainly fists and feet sticking out.

 **"Now let's get the remaining six girls into the arena!"** She then pressed a button.

 _*Boop!*_

Ben and the rest of the contestants were then teleported into the arena. The Omnitrix wielder then looked around. Everyone was equally away from each other in a circular matter, giving each person a chance to do an action before someone came over.

 _'Sheesh. This is like when I was on that spaceship with Kevin…'_ He thought, frowning a little at the memory. He then shook his head to wipe out the thought.

"To my left is…" He then glanced to left. A girl with blonde hair then glanced back. Her hair was long, but was tied to twin-tails. As she turned her face, it was revealed that she had purple eyes.

She snickered at Ben, before flickering a green magic circle in her right palm. An abundance of green flames then morphed into a giant black battle axe. As it rested on her shoulder, it's full appearance was shown, revealing a dangerously sharp green blade at the edge.

That made Ben gulp as he turned over to his right, which was Wendy, much to his relief. He sighed, before looking back to the middle. Tenjouji then stepped up once more onto the counter.

 **"Now then, let's start the countdown!"** She roared. The students and staff from the bleachers then stood up as well.

 **"3!"** They started.

 **"2!"** Ben readied the Blue waves as he got into position. Kanata and Wendy also took a stance.

 **"...1!"**

Tenjouji then took a deep breathe. She then vigorously blew into her whistle.

 **"GOOOOOOO!"**

"Son of a Celestialsapien…" Ben cursed. The blonde that he glanced at earlier charged at him with a cheerful smile, before smashing her behemoth of a weapon into the ground. Ben barely managed to step back, narrowly avoiding his fate of being half a person, literally.

"Aw, I missed!" She giggled. "Name's Mitsuba Sangū by the way!" She then winked.

"Uh, Rin…likewise? I'd really prefer if you didn't whack me with that—"

"Too late~!" She spun around, swinging her axe like a top. Ben shot a blast into the ground, launching him away into the air.

"Really not comfortable…" He admitted. He then blasted off towards the other side of the field, making Mitsuba pout.

"Well that was rude. Oh well, guess I'll play with you next!" She then said to another girl nearby. The victim flinched a little as the blonde dashed towards her...

* * *

 **…**

"You and me Wendy, 1 on 1!" Kanata then called out. Wendy darted her face over, giving her a look of uncertainty.

"Ar-Are you sure?" She fidgeted her fingers. Kanata smiled. "I'm sure! Now take this!"

She shot out a blast of fire towards the blue haired girl, making her squeak as she jumped to the side. She then looked at her hesitantly, trying to remember Carla's words.

 _'Uhm, I have the Roar…no, that would be too much for her. Hmm, maybe if I…'_

Wendy crossed her arms, flickering a sky blue magic circle. She then crouched and inhaled.

"Here goes…" She then did a loud shout as she slammed her palms into the ground.

 _ **"** ** _S_ ky Dragon's Crushing Wave!" **_She then called out. A burst of magical power created a massive shockwave in the direction that Wendy looked, in this case, towards Kanata.

Piles of dirt and stone began to crumble and shatter as it rushed towards the pink head. Quickly reacting, she leaped to her side and shot out a couple more flames. Wendy was starting to get into the feel of battle, making her grin. Dodging the shots with a dodge roll, she took a moment to balance herself. She then launched forward, quickly rushing towards Kanata.

Spinning, she began to surround herself in wind, similar to Aisaka's attack.

 _ **"** **Sky Dragon's Drill!"**_ She named her attack, zooming towards the pink head.

"Woah!" She gasped a little, blasting some flames towards the ground. She flew up to the air, but then her eyes contracted as she realized that she was left wide open.

"Gotcha!" Wendy smirked, now standing straight. Swinging her arms and then spinning around on the ground, she begins to generate a large tornado.

 _ **"** ** _S_ ky Dragon's Wave Wind!" **_She then yelled, engulfing Kanata in the swirl of magical energy.

Kanata certainly did not expect this. Beginning to rapidly spin around, she was starting to get dizzy and nauseous from the motion. She tried launching some flames, but the tornado canceled them out.

"Geh…" She grunted. She then looked down, but her vision started to blur as she was launched out. Wendy finished her motion as she stopped, her hands swung out and looking the opposite direction that Kanata was launched.

"As expected…of a Dragon Slayer. I concede." She smirked. Before she landed, she was teleported out, and placed onto the ground.

Ben looked over, whistling at the feat.

"That, might be a problem." He admitted. He then turned to his side, his eyes looking over to a girl standing against the wall.

"She's…" He squinted over. She was a fairly thin girl that had purple hair resembling that of a...pineapple? Ben started to walk over to her, but the pineapple head swooped to the side, clearly startled.

"U-Uhm…" She stuttered. Ben stopped, wondering what was wrong.

"You...you are fighting to win...right?" He gave him an unsure smile. It took her a while, but she gave him a slight nod.

"Trying to wait until the competition slows down then?" He glances back towards the others.

"It's just… I… I'm not that great with others." She murmured. She then stood straight, seemingly motivated. "B-But I'll fight to win though!"

Ben smiled, but then frowned upon seeing her weapon. It was a long trident with a black pole. A single large spike was seen, reflecting off the sunlight, and making Ben gulp.

' _Really don't wanna get stabbed by that…'_ He warned himself. His vision then started to get blurry for a second. He looked at the pineapple head, who was twirling her pole.

"I'm sorry…" She apologized, encasing Ben in a dark cover...

* * *

 **…**

 _*...Gasp!*_

 _'Wha…what's going on? Illusion Magic?'_ He wondered, opening his eyes. He was caught in her spell, clearly specified by the fact that he was no longer in the school's field.

Looking around, he saw nothing but an empty plain. Suddenly, thunder roared, summoning hordes of creatures. Ben tried shooting out some energy blasts, but then he realized that he no longer had the Blue Waves on his arms.

"What?! How can I fight these creatures without a—oh." He then deadpanned as he remembered the other device he had on his left wrist.

"This must've been the longest duration of me not using the Omnitrix." He noted. He then smirked as he activated said device.

"Since you guys have me outnumbered, I vote for…" He then pushed the core down as he smirked.

An enormous emerald flash then appeared as Ben's body began to grow. As it dissipated, replacing Ben was a white and red hulking humanoid alien that was roughly around 20 stories tall and had green eyes. A large fin was on his head, along with blade-like growths on his forearms and shoulders. An extra pair of eyes poked out from his cheeks, and he wore black fingerless gloves. The Omnitrix dial was displayed on his chest, with the Fairy Tail emblem on his shoulder.

 **"Way Big!"** He yelled. ( _The height of Way Big is funky. I looked around to see what his actual height was, and was convinced that it was around 67 meters, or 20 stories high._ )

"Now then, I believe I had some stomping to do!" He said with a japanese accent. Lifting his leg up, a slow but dangerously stomp shook the field, crashing and launching away the enemies like ragdolls. Way Big then smirked as he continued to do so. After a bit, he stopped, looking up towards the sky.

"Since she locked me up in a dome like spell, I think I can do this!" He then took a stance.

Crossing his wrists together, with his right forearm vertical and left forearm horizontal in front of it and the thumb edge of his hands facing his body, he aimed upwards, and a large pale green laser soon shot into the sky. It traveled for a moment, before colliding into a invisible barrier. It began to crack a little, so Way Big formed his arms into an X shape, putting more power into it.

With a shout, the laser got significantly larger and broke the barrier. Way Big then pressed the Omnitrix dial as the scene begins to fade out...

* * *

 ** _…_**

 _ ***Clink… Crack…***_

 ** _…_**

 _ ***SMASH!***_

 **"Huuurraaagh!"** Ben yelled, smashing his way out of the spell. The pineapple head gasped as he looked at her.

"It's gonna take more than that to take me down!" He then jumped towards her.

" _Eeep!"_ She ducked, covering herself. Ben stopped in front of her, flicking her forehead.

"Just kidding~" He smiled. "That was a good spell." He then compliment.

"Uuuuuhhmm…" She whimpered, rubbing the mark on her head. She then looked up. "Are...are you not going to defeat me?"

"You don't look like the type that likes to hurt others." He smiled. "What's your name?" He then exchanged his hand.

The purple head looked at for a moment, before taking it and lifting herself up.

"...Chrome. Chrome Dokuro." She whispered. "And yes, I don't like it when I or anyone else gets hurt. I...I think I'll concede."

Ben then smiled, but then patted her shoulder. Chrome blinked, now looking at him.

"If you keep at it, you might not have to actually hurt someone. Make your spells better and I guarantee it'll do a wonder on foes." He then reassured her.

Chrome then smiled. "Yeah…thanks! I concede." She was then teleported out.

Ben smiled, but then did a little sigh as he turned around. With 3 people remaining, Ben knew he was in for a rumble. To his left: Wendy. To his right: Mitsuba. What surprised Ben mostly was that the usually shy and docile Wendy was ripped and ready to fight.

"I feel that this isn't gonna end well…" He muttered nervously. Mitsuba slammed her axe into the ground.

"Damn right it won't!" She smiled, leaping forward. Ben cringed a little, cursing himself mentally for the problem that he just made. Smashing her axe down where he was, Ben in turn shot a round towards her.

The recoil pushed him back, but for a split second he forgot that Wendy was behind him. His head immediately turned when he heard the infamous inhaling of a Dragon Slayer.

 **"** _ **Sky Dragon's…"**_

Ben did a spit take. "Nuuuoooohhh!" He then quickly rolled to the side, making Mitsuba blink as she pulled her weapon from the ground.

"Eh?"

 **"** — _ **Roar!"**_ Wendy finished, releasing a torrent of wind that blasted her towards the edge of the arena. She smacked her face against the invisible shield with a loud thud, sliding down with a dull noise. She was then teleported out afterwards.

"That's gonna leave a mark." Ben spat out quickly, avoiding another Roar almost instinctively.

 _'Too many Roars… Am I getting used to them? ...Must be because of Natsu.'_ He figured with a quick shrug. As Wendy recovered from her motion, she proceeded to swipe her body and arms to the side, and then quickly raised them into the air.

 _ **"** ** _V_ ernier!" **_She chanted, enveloping her feet again in a blue aura.

 **"And here we go folks! The last round is between our two transfer students, Rin Kousaka and Wendy Marvell! Let's see who wins this!"**

"Get ready Rin!" Wendy grinned. Ben swore that she was acting just like Natsu for sure now. His thoughts were then interrupted as Wendy quickly launched forward.

"Crap! Focus Rin…" He muttered. Shooting out a few rounds at level 3, Wendy responded by leaping to her sides, bouncing around like a kangaroo. She then clenches her fists, engulfing them in magic as a small circle flickered behind her back.

 _ **"** ** _S_ ky Dragon's Wing Claws!" **_She roared, attempting to slash Ben. He quickly did a backflip, yelping a little.

"Don't wanna get slashed again…" He remarked, remembering his first fight with Natsu. Now standing straight, Ben proceeded to reload, and then began shooting rapidly while moving around.

"Come on!" He challenged the Dragon Slayer. Wendy continued to dodge and swipe at Ben, who also continued to evade the slashes. Ben then tried to analyze her condition.

 _'She must've used quite the amount of magic with all those attacks. But I can't be negligent with my safety. Have to make sure not to hastily use my rounds.'_ He calculated in his head. Thinking about that for a second, an idea pops up in his head.

 _'Oh, let's try that then!'_

Slapping the ground, he created a smoke field from the exploding debris. Wendy covered her eyes to prevent dirt from getting into them. Grunting a little, she swung an arm, clearing the field out with a wave of wind. To her surprise however, Ben was nowhere to be seen.

"Wha...where?" She began to glance around, but then suddenly from below…

The floor underneath her feet began to crack. She wasn't to react in time as Ben suddenly shot out, uppercutting her in the chin. Wendy coughed as she got launched up, shocked at his maneuver as she landed on the ground.

"I...can't move." She whimpered. Her hotheadedness then cooled off, returning her to her docile nature. "Ow ow ow…" She then murmured, rubbing her chin.

Ben huffed, landing on his feet. Walking over to Wendy, he crouched down next to her and smirked.

"Have you cooled down a little?" He asked, extending his arm out. Wendy did a small smile and nodded in return.

"I think I've had enough." She chuckled weakly. "I concede." Taking his hand, she wobbled for a bit, as she was still a bit fazed from that blow.

"That was a bit harsh though don't you think?" She then called him out. Ben sweated a little as he sheepishly chuckled.

"Yeah, that might've been a _cut_ above the rest." He tried to pun, but everyone groaned at it.

"Eh? Oh come on, that was a little bit funny wasn't it?" He pouted a little.

 **"Hell no that wasn't—I mean ahem! We have our winner everyone! Let's give a round of applause for our 21st Blues Festival Champion: Rin Kousaka~!"**

Everyone started to clap in response, making Ben bow a few times. He then turned to Wendy, who was also clapping with a smile. His face turned red for a moment, before averting his gaze and covering it with an arm.

 **"Now then, let's proceed with the award ceremony!"** Tenjouji then called...

* * *

 **…**

It was now sunset. The awards ceremony took longer than expected, mostly due to Tenjouji's preposterous ramblings throughout the entire thing. The sky was literally still blue after the match ended, meaning the whole ceremony took hours instead of minutes.

Most of the campus was empty. After the festival ended, most of the students returned to the dorms, or went to the infirmary to heal up. Ben and Wendy were surprised that the Academy had luxurious rooms. When they were given a brochure of the rooms, it made the boy gasp a little at the amount it would've cost if a mage were to pay for it, no scratch that, the _rent_ for a single room.

"Finally, it's over…" Ben grumbled, sitting down against a tree. Wendy joined up with him, giggling in response.

"Well, it was fun though!" She then countered. Ben did a small chuckle in agreement, before looking around.

"Say, haven't seen Carla around so far? Do you think she's still watching over the shack?" He then asked, looking over towards said mass of material.

Wendy shrugged. "Maybe. Let's go take a look, since we're free now." Ben nodded in response, lifting himself off from the ground. He did a few stretches, before glancing back at Wendy.

"Shall we?" He then gestured. The two then began to walk towards the field again, only to hear an explosion come from the back.

"What?!" They both yelled, dashing towards the shack. Out from the bushes Carla flew out, covered in smoke and ashes.

"Insolent savage!" The cat cursed out as she flew out from the smokescreen. She then caught the other two in the corner of her eye. "In there, hurry!"

The children nod in return, quickly going towards the back of the shed. The cover was completely burned off, and it was a surprise to Ben that none of the residents were even aware of the explosion. Something that loud would certainly draw the attention of a few people at least, even from a distance.

Ben shook his head, closing off that thought for now. Opening the trapdoor, the two drop in, falling quite the distance. Ben activates the Blue Waves along the way, using a shot to safely land on the hard floor. Carla soon followed, and joined the two as they watched the view:

A mass of masked individuals interacting with some sort of machinery. Lacrimas were set all around the place, alongside some tubes containing… some of the staff and students?

* * *

 **…**

"What's going on in here?!" Ben yelled out, garnering the attention of everyone.

"They're siphoning the magic of the staff and students." Carla hovered over. "Since the festival is held every year, they use this opportunity to analyze the magic that the students exhibit in the events. Whichever suits them the most, they kidnap in one way or another, and proceed to use them like batteries." She continued.

"Naturally the students aren't aware themselves. After they're done, the dark mages here cast hypnotic spells on them, erasing their memories of any event related to the mages."

A single voice cackled. Stepping forward, a large man wearing a purple mask stepped up, slamming a cane into the ground.

"Well aren't you the observant one?" He huffed. He then turns back to his henchmen. "So who's the dolt, or _dolts_ that gave us up?!" He then angrily pointed his stick out.

Several of the men shuddered, making the boss cock his head. He then threw his cane at them, knocking them out as it flew back into his hand.

"Well now, sorry about that your highnesses! I was just appropriating some "discipline" to my boys." He then turned back. "But now that you know our base of operations…"

The grunts then pull out blasters, aiming them at the three.

"We can't have you close down our magic mine from this here school ya see? We make a hefty profit from selling the condensed magic to those willing to pay for them. The rarer the magic, the better, and with all these cute little guinea pigs that constantly roam about in this here school every year, why that's a _nooooo_ brainer." He then glared at them.

Carla then turned to Ben. She thought for a moment, but then decided to go 'screw it, I'll do it anyways'.

"Now would really be a good time for Diamondhead Ben!" She blurted out. Ben immediately responded with a "On it!", but then…

"Just give me a second to...wait, say whaaa...?" He stopped to turn back at her. Wendy blinked, wondering what Carla was going on about.

"Come on Ben, your disguise was hardly enough to cover yourself. Now get a move on!" She yelled. Ben winced, before slowly turning to Wendy.

"Uh… Wendy." He muttered.

"...Ben?" She murmured. Ben slowly nodded. "Let's...let's discuss this later."

The Omnitrix wearer began to sweat immensely, before sighing and taking off his gauntlets. They reverted back to cylinder form, with Ben tucking them away in his pockets. He then looked back at the large man.

"And your name is…?" He started.

"Barney Williams!" He answered. Ben blinked, wondering why someone would give off their identity so easily. Must be a stupid gene somewhere. Nevertheless.

"Ok then… I'll just do this if you don't mind me…" He then whistled, rolling his sleeve up and activating the Omnitrix. He quickly turned the dial, rolling over to his selected alien.

"Yah know, it would be a _real_ shame if something happened to all this machinery here...like if someone did this!" He then slammed the core down.

The signature flash blinded everyone for a moment, before looking at the new alien in front of them. Replacing Ben was a small red gremlin like alien. His green eyes actually had black pupils compared to his other aliens, and he wore a grey and black aviator's outfit plus the ascot, which was green. With spiky ears, a long nose, and a spade tail, the Omnitrix dial was located on his waist, and the Fairy Tail emblem on his shoulder, though covered by the ascot.

"DAHAHAHAHA!" Ben laughed maniacally. " **Jury Rigg** , disassemble!"

Wendy and Carla were stunned by the sudden change in personality, but were even more surprised as Jury Rigg started to latch onto some of the grunts, literally disassembling their weapons in seconds. It was watching a blur as he leap from grunt to grunt, making them gasp as their weapons fell to the ground in pieces.

"HAHA! Oooooooh, I see something big, something big!" He then grinned, eyeing the large lacrimas needed for their operations.

"Hey, keep that damn thing away from that!" Barney ordered angrily. Running towards Jury Rigg, his back was blasted by a wave of wind, coming from Wendy.

"Carla!" Wendy called out. Carla responded by latching onto her back and carrying her across the area.

"Little brats!" The angry man yelled. He aimed his cane at them. It then assembled into a large red and gray blaster. Taking ahold of it, he started to shoot masses of energy bullets against them. Carla was more than nimble enough to dodge the projectiles, infuriating him even more.

"Hold still ya little wretch!" He then looked over at Jury Rigg's mess. "WHY HAVEN'T YE CAUGHT THAT LITTLE SMURF YET FO'?!"

"He's too fast, too small boss!" One answered with a nervous tone. Jury Rigg then took the grunts' gun and began to shoot the others while sitting on his head.

"DAHAHAHA!" Jury Rigg laughed. He then jumped and grabbed a buncha more blasters and began to wreck them together.

"First _disassemble_ , then _reassemble_ , hahahahaha fix fix fix!" He quickly said while working his magic. A few seconds later, in place of the blasters was a fully automatic turret gun. Somehow Jury Rigg even got a seat for him to sit on.

"Take coooover!" He then yelled, beginning to shoot everywhere.

"NOOO!" Barney yelled. "Great, just great! Urgh, I'll get you if it's the last thing I—"

Try as he might, not even Jury Rigg could tell what his gun was going to aim at. At first, it aimed at Carla and Wendy, literally tracing and following them for a moment while shooting a constant stream of energy rounds. Then, after that, he started to shoot the grunts, in which they went down fairly fast. But then…

"Oooooh, a converter lacrima used for siphoning energy disposal containment cubes! Gimme gimme gimme HAHAHAH!" He then rubbed his hands together as he literally dived into the machine, making everyone deadpan as the turret suddenly exploded.

"Wh-What's he…" Wendy mumbled with uncertainty. Carla let her down and then shrugged. "Well, if I must assume, he's probably going to dismantle it, bit by bit, piece by piece, right down to the ground."

And she was right. Not long after Jury Rigg squeezed himself into the siphoning machines, noises and clunks were heard all around as the machines started to shake and crumble to the ground. The students whose energy were being siphoned were disconnected, leaving them merely in a deep sleep. Wendy and Carla took this moment while Barney and the grunts were pre-occupied to move them towards the entrance.

"Ma...Ma work…" Barney's jaw dropped. He then fell to the ground, fainting due to the 'horrendous' sight, and all while Jury Rigg continued to laugh...like a maniac…

"GAHAHAHA! Job's done!" Jury Rigg then leaped and bounced off Barney's head, landing next to Carla and Wendy. He then patted the dial and reverted back to Ben.

"Eeeh heh heh…sorry about that. Jury Rigg's kinda, uncontrollable… But he can tamper with machines though!" He then gave off a stupid grin, rubbing the back of his head.

"You almost shot us you dolt!" Carla retorted.

"Sorry sorry!" Ben bowed. Wendy chuckled, but then looked at Ben with suspicious eyes.

"Now then, I believe you have some explaining to do?" They both said. Ben shuddered, sheepishly chuckling before changing the subject.

"A-Anyways, why don't we report these guys to the authorities? Also, can you guys keep calling me by 'Rin' when they come?" He begged.

Carla rose an eyebrow. "...Sure, but why?"

"Eh… Let's just say that I don't like the Magic Council that much." He left it like that. The two girls looked at each other, but then sighed a little, giving him a small smile.

"Alright fine, but you're giving us an explanation though afterwards!" Wendy demanded with a cute tap on his forehead. Ben whimpered, but then conceded to them finally.

"Alright…" He promised.

* * *

 **…**

"So wait, so this _whole_ time, there's been a Dark Guild living right underneath us?!" Tenjouji asked, clearly surprised.

It was a day since the battle. The trio had filed a report for the Council, in which they shortly came and checked for damage control.

Ben, along with Wendy and Carla, were now sitting in the principal's office, dressed in their standard uniforms now. The Rune Knights had confirmed the identity of the Dark Guild. Apparently, their name was Joyous Liquidators, which surprisingly in a way actually suited them.

According to reports, the guild extracted energy from approximately five years worth of students that they found were worthy, whether from being the winners of the festival, or due to their magic. Some interrogation was done of course. As Carla and Wendy promised, they kept quiet about Ben's identity, though Ben himself did have some trouble validating for his existence, since 'Rin Kousaka' wasn't an actual person. Nevertheless, he was still able to clear his name.

 _'Maybe I should register Rin in the guild…wait, hell no! This is all Loki's fault!'_ He then remembered. He swore the next time he saw him, there'd be hell to pay.

After explaining the situation to Tenjouji and the staff, they revealed their identities to them, mages that were hired to infiltrate the Academy.

"Ara… No wonder why your transfers were so sudden." Tearju noted. "Well, it was still a delightful time to teach you. You are still children after all!" She then smiled.

"Yeah, it's been a blast sensei." Ben smiled, reaching his hand out. Wendy did the same, and Tearju accepted both of their gestures.

"I'll proceed with your 'transfers' out from the school. Thanks for all your support though with the festival." Tenjouji smiled.

"Not at all. Your students were amazing. I bet if they continue on, they're going to be pros when they get older." Ben complimented.

"Yeah. It was cool to see all those different types of magic. And for once, it was...actually fun to go and fight." She admitted with a small smile.

"Yeah, you tried to wipe my face from the field though." He joked. Wendy pouted and started to lightly hit his shoulder, making everyone laugh.

They continued that joyful moment for a bit, but then a calm silence consumed the atmosphere. Tearju then sighed, breaking the silence.

"...So, I guess this is goodbye then?" Tearju then said.

"...Yeah, I guess it is." Ben replied.

The two then got up. Carla then jumped into Wendy's hands. They then bowed towards the two faculty members.

"Well then, I guess we'll be on our way." Wendy smiled.

The trio nodded to them once more as they exited the room. They waved them goodbye, leaving the two women alone.

"Kids these days grow up so fast." Tenjouji remarked.

"Indeed." Tearju replied with a smile...

* * *

 **…**

"So, are you going to explain yourself?" Carla asked as the trio began walking towards town. Ben stuttered for a moment, before sighing in remembrance.

Going into his undershirt, he switched off the voice alterer, returning his voice to his normal tone. Ben did a few coughs to confirm his return, and then sighed again.

"Ok ok, I'll spill it. The reason why I was dressed dressed like a girl was because my…'older sisters' forced me into this." He finally told them, not proud of his words.

"Sisters?" Wendy asked with curiosity, still bezzeled by the fact that Ben really did look like a girl.

"They're not actually my sisters, more like sisterly figures. When I was picking a request, I got this one by accident. I happened to blurt out the little part of cross-dressing, which unfortunately for me attracted them." He muttered with slight annoyance.

For a moment, the two were quiet. However, they then started to giggle, and then laugh, giving him sympathetic look. Ben knew they were probably going to react like that, but it didn't stop him from going a little red from embarrassment.

"A-Anyways, that happened. Can I trust you guys to keep this a secret?"

 ***Click!***

"Huh?" Ben covered his eyes for a moment, before looking over to Carla, who was carrying a camera. "H-Hey, what's with the camera?"

Carla snickered, and then showed Wendy the picture. Her eyes dilated a little, ogling a little at the piece.

"Oh, this really is cute!" Wendy rubbed her cheeks with satisfaction. Ben went poker faced for a moment, before flustering around them.

"Hey, don't save that!" He yelled. Wendy and Carla then looked at him with smug faces. "It'll be our little secret! And besides, you were in the prime spot of attention when you were surrounded by all those girls weren't you?"

"AHH! Don't make remember that!" Ben rolled on the ground, rubbing his head in embarrassment. Wendy giggled as they continued onwards.

Moving back to Shirotsume Town, Ben reactivated his voice changer, becoming 'Rin' once more. The other two were still having an amusing time with Ben, making him maintain a pink face as they continued to walk. Eventually they reached the Melon Residence, and proceeded to ask for permission again. Once Kaby saw the three, he happily opened the entrance way and ran down to meet them.

Sitting down, they went over the events that took place in Saints Blues Academy.

"I see… A dark guild was lurking right below them. That must've been the source of the troubles." He sighed, but then he smiled.

"You see, apparently the information that I was given was that suspicious individuals would occasionally exit from the Academy and proceed to specified locations. Based on what you told me, it's safe to assume that they were members of the guild that went out to fulfill deals with clients." He then cupped his chin in his hand.

"Right. They acquired the student's magic. Since it was usually done in the middle of the night, the students would have no problem regaining their magical power if they had plenty of rest. Taking their power at that time would be optimal." Ben noted. Kaby nodded in agreement.

"Yes...but enough about that! It's done, and everyone's good! How about we talk about some rewards?" He then smiled, making everyone else smile as well...

* * *

 **…**

"Well, that was cool." Ben folded his arms behind his head as they began to leave town.

"Yeah, and we got some good stuff along with it. Not counting _that_ as well." Carla snickered again with a smug face.

"Oi oi…" Ben muttered with a sarcastic smile. Wendy giggled a little as she watched his expression change.

"Still, I guess it was a...unique experience to say the least, though I'm still going to kick the butt of the guy who gave me this uniform." He then said with an angry smile, some veins popping on his forehead.

The three continued their talking, with Carla occasionally aggravating Ben by teasing him about his appearance, but overall the walk was a pleasant experience. The wind was nice and wasn't too chilly. The sun was also out with a few clouds, giving off pretty much the perfect weather conditions. Ben could tell it was like that due to all the wildlife moving around. The birds chirped, trees breezed and shook, it was really just...nice.

Eventually, Ben reached a station, though he was surprised that there was even one near town. It didn't surprise him that much though, since this place was a fairly mountainous like region, so some people might have the need for vehicular transportation.

Reaching the ticket booth, Ben stood by as he watched the other two pay. After they did, they turned back to and waved.

"See you Ben!" Wendy smiled. Both of them blushed a little as the train came up. He continued to wave them until they got on and settled off. When he couldn't see them anymore he then stopped. Turning around, he began his journey back towards Magnolia.

"Now let's get out of these clothes…" He chuckled. He looked at himself for a moment, getting a few strange thoughts.

 _'I...don't look_ that _bad do I? I guess I do look pretty cute in this.'_ He admitted, but then mentally slapped himself.

' _Ugh, am I getting into crossdressing? I swear to the Celestialsapiens Loki's going to get kicked so hard…'_ He then clenched his fist as he began his journey back home…

* * *

So, that's the end of the Saints Blues Academy Arc! Next part's gonna be the Battle of Fairy Tail Arc.

I was really motivated to write these fighting sequences. I got a little inspiration from some other series that had things similar to the stuff shown. As I continued to write this part, I noticed that it got quite long, so I figured that I could probably finish this with a long chapter, I guess?

The many references made in this chapter were from things that I played/watched. I hope you all enjoy their cameo appearance, or spot out some of the things they say!

Anyhow, that's all I wanted to say. Please review/comment on this story if you want. I'll see you all in the next part! Toodles!

Chapter 1 has over 10,000 views by itself, wowzas! Oh btw, fighting Wendy is best Wendy. No words will change my opinion of that. NEVA!


	24. Festival Times (Battle of FT Pt 1)

The start of a new Arc!

Welcome back to this part of The Null Fairy. So, the filler Arc is completed, and if people wanted to know all the references I made, here's the list as follows:

\- Asuna Yuuki from SAO. (Hair color from SAO, eye color from ALO)

\- Akame from Akame ga Kill!

\- Miyu and Illya from Fate/kaleid iner Prisma Illya.

\- Shielding from Super Smash Bros.

\- Ayano Kannagi from Kaze no Stigma.

\- 'Fuzzy Pickles' from Earthbound.

\- Mitsuba Sangū from Owari no Seraph.

\- Chrome Dokuro from Katekyo Hitman Reborn.

 **Guest:** The Ben I was referencing in the first two chapters was the Ben 10,000 from UA, but he still actually took the form of the aliens.

And yeah, some things related to Rath _will_ come to light in the near future, regarding the bottoms of two particular mages, maybe a spirit, but we'll see. This chapter is merely an introduction to this Arc.

Anyhow, I hope you all enjoy this chapter!

And as always, I own nothing related to the subject of **Ben 10** nor **Fairy Tail** , please support their official releases, and happy reading to you all!

* * *

 **Chapter 24:** _Festival Times (Battle of Fairy Tail 1)_

"Whoo!" XLR8 yelled as he zoomed off the peak of a hill. Somersaulting a few times mid-air, he landed with a little skid as he continued to zoom past the trail.

Having just left the station near Shirotsume Town, it was nearing noon. Ben was feeling a bit happy since he got to be with Wendy again, as well as other things aside. But the thing that excited him the most was of course the Harvest Festival.

Back then, the boy didn't really have a fixation for the cultural/ceremonial type of activity, but being stuck in the Null Void as well as getting older changed his way of thinking towards many things. Puberty and maturation blazing onwards, it was a joyous moment that Ben was looking forward to; though that'll be when the preparations are finished naturally.

It didn't take him long to see the borders of Magnolia Town, which made his grin go wider as he grew closer. As he approached the area of civilization, XLR8 pressed the Omnitrix dial and reverted back to Ben. At first he was blissfully unaware of his appearance, but the minute he went into town, he remembered about his…style of clothing.

"Oh…right. Gotta get out of this…" He muttered with slight embarrassment. "Let's go change first."

Heading off to his hideout, he took a few minutes to go and get a new wardrobe, as well as store his things. After he exited the place, he breathed a sigh of relief.

* * *

 **…**

Now wearing a dark grey hoodie with black cuffs and a black line down the hood. He wore a green shirt with white stripes underneath, along with brown pants that had two pockets on each side below the normal one. Wearing black sneakers, the Fairy Tail emblem was displayed with a bright green color on the back of his hoodie.

"There, that's _much_ better!" He smiled. Looking around, he noticed that some of the stalls and other sites were already in the middle of preparation.

"Sweet, things are already rolling." He commentated. "…But for now, I _really_ should get something to eat. I haven't filled myself since yesterday…"

His stomach grumbled, but not like a normal person's. Instead, it sounded like Upchuck's, making him wince a little because that's how bad it was.

Beginning his walk towards the Guild Hall, a muscular blond eyed him from afar.

"Hmph… He's arrived at last." Laxus smirked. He then turned around and started to walk off. "It's almost time to get this show started…"

Going back to Ben, the young man began a light jog, reaching the Guild Hall in a short minute and a half. Walking into the hall, some figures immediately turn their heads towards him.

"Ah, it's good to be back!" Ben stretched his arms. "Hey Gramps!" He then waved to Makarov, who was chugging down a beer.

"Ah, you're back! How was the job?" Makarov turned his face to him and waved back. Ben's face turned a little wavy, but then he chuckled weakly.

"Well…it was interesting to say the least." He said with a sarcastic voice. The old man chuckled, gesturing him to take a seat next to him. A few moments later, Ben came up and sat down.

Mira greeted him as well and asked him if he was hungry. Answering him with a stomach growl, the three laugh a little. She then came and brought over a sandwich. Ben thanked her, and began to dwell into it.

"So, _*Munch*_ where's everyone else?" Ben asked with his cheeks full.

"Still helping out with the festival preparations." A female voice answered from behind him. Makarov and Ben turn their heads to find Erza standing in front of them.

"…Erza." Ben gave her a crooked smile. "How nice to see you again."

"Y-Yes. How are you feeling Ben? Are you sick, tired? How about a massage?" She averted her gaze for a moment, but then said her line.

Ben cocked an eyebrow, wondering what was up with her. Normally she was bold and straightforward, not stuttering and docile like this.

"No…? The job went fine though. It was pretty fun in fact." Ben then smiled, making Erza flinch for a moment, but then sigh in relief.

"That's good." She smiled. "Hmm…say Ben, how about you assist us in the festival preparations if you're free?" She then changed the subject.

Swallowing the last part of his sandwich, Ben did a little burp, before nodding. "Sure, what do you have in mind? Is there anything in particular Master?" He then glanced over to Makarov.

"Hmm, well there's mostly just manual labor. Carrying around materials for the parade and such. We're almost actually done. Just a bit more decorating and such." He stroked his beard.

"Hmm, then perhaps I'll do that. Shall we Erza?" Ben then turned back to the redhead. Erza nodded, waiting for Ben to hop off from his seat.

"Well, see you later Master, Mira." He then waved off as the two exited the Hall. Mira then giggled.

"So Master, when're you going to tell Ben about his important task?" She asked. Makarov took a gulp and chuckled. "Oh, I'll let him find that out on his own. I feel as though it's going to be a bit interesting for a time, you know, since the _extra_ reward is quite special if you catch my drift."

"Teehee, you're right!" Mira answered, but then got an idea. "Hey, I know! Let's go spy on him!"

"Oh, that's a right idea! Let's go then." Makarov then finished his drink and hopped off from the counter. The two then exited the building together, proceeding to begin their spying on Ben and Erza…

* * *

 **…**

"I got the three on the right!" Ben yelled, activating the Omnitrix. He was then replaced with Four Arms.

"Make that the _four_ on the right!" Four Arms corrected himself as he proceeded to carry four large crates.

"Oh! Ben, how are ya?" Macao greeted him as he and some others were directing some of the materials delivery locations.

"Sup! Where should I put these at?" He then asked.

"We have some materials that are needed in the construction area down by the park. Why don't you go over there and place them down. Tell whoever's there that I sent you and they'll handle the rest." He then pointed his thumb towards the park.

"Gotcha, boss man." He nodded.

"I'll be taking some as well. Is it the same direction as well?" Erza asked, picking up 3 crates with one hand. Four Arms wondered if she had the strength of a gorilla, but dare he actually say it? No. Never.

"Yep, just along with Ben. Counting on ya guys!" He then confirmed her question. The two nodded, and began walking towards the designated area. As they walked along through the town, some of the townsfolk waved at them.

"Hey momma, it's the Null Fairy!" A little girl tugged her mother's sleeve.

"Ara, it is! Isn't he being just a sweetheart?" She then smiled as they waved to them. Four Arms blinked, wondering what the name meant.

"Null Fairy? Are they referring to me?" He then looked at Erza. She merely giggled in response.

"It seems so. I suspect the 'Null' part comes from the fact that you dress with rather dark or plainly colored clothes, and that your alien forms do the same. The Fairy part most likely represents your standing with the guild.

Four Arms blinked, and then accepted the nickname with a delighted hum. "Huh. I kind of like it." He admitted with a smile…

* * *

 **…**

"Yep, just over there. Thanks!" A worker directed them. Erza and Four Arms then placed their crates in a nearby area. Pressing the Omnitrix dial, the Tetramand reverted back to Ben with a flash.

"Well, that takes care of that. What's next?" Ben turned around. Erza cupped her chin, wondering what else there was to do.

"Hmm, let me think…I think we can—"

"Yo Ben!" Natsu came in, slapping Ben's back. The young man yelped a little as he skipped forward.

"Ack, what the? Oh, hey Natsu." Ben grumbled as he rubbed his back. He then eyed Gray and Happy. "And Gray and Happy."

"So Ben, are you excited for the Miss Fairy Tail Contest?" Gray walked up with a smirk. Ben cocked an eyebrow.

"Contest? Oh right, I forgot about that. Sure, it seems like fun. What'll they be doing? Is it like a beauty contest or something?" He blinked.

Erza nodded. "Yes. The prize is 500,000 jewels, along with an…extra reward." She then cleared her voice. "I wonder what it is."

"Are you going to be in it as well?" He then asked. Erza nodded once more. "Oh, good luck then! I'll be cheering for you."

Erza had a straight face on the inside, displaying a simple smile, but in her mind though…

 _'Yes! I'll definitely get the first place if I can influence him! Hm…that sounds like a villain's plot.'_ She grinned in her mind.

Mira and Makarov peeked out from a corner, snickering at the sight. Gray then eyes them from afar, nodding over to them with a smile.

 _'I think we'll wait just a bit.'_ He mused. He then looked back to the others.

"Well, there's not much to do but wait for tomorrow. Maybe you can go look up information regarding the Contest in the meantime?" He then suggested. Ben nodded, walking away from the crowd. The other three look back as he started to wander off.

"Should we tell him?" Happy floated near Natsu. The pink head shook his head in response.

"Nah. He'll see it when he goes over. I can't wait to see his reaction!" Natsu barked with a laugh. Makarov and Mira then come out from their hiding.

"Then let the spying of Ben Tennyson continue!" Mira rose a fist into the air.

"Yeah!" Everyone cheered together.

* * *

 **…**

"There should be an event board somewhere around here…" Ben mumbled as he glanced around. He was in the middle of a busy street that was full of stalls and other galore.

He wondered what the extra reward that Erza mentioned earlier was. Navigating through the crowd, he eventually spotted a flyer board with information regarding all the nitpicks and events that were going to be happening during the festival. Walking over, he picks up a slip from a pile.

"Now let's see here. Parade, food stalls, exclusive gear… Ah, the Miss Fairy Tail Contest." He then darted his eyes down to the large bold letters displaying said title.

"A beauty contest among all the women of Fairy Tail. The winner gets a reward of 500,000 jewels. For this year, a special award is given out to the winner." He read, but then noted a P.S.

"P.S: A major sighting for the eyes. Bring tissues for nosebleeds." Ben did a weak chuckle with half circle eyes. His gaze then went down for the further information.

"Oooh, what's this? Judges huh? Let's see here. There's Master Makarov as a judge of course, Max is the host, and…WHAT?!" He then went bug eyed as he darted down, only to see…

 **"Ben Tennyson: Special Judge!"**

"The hell is this?!" He arms shook like crazy as he zoomed into that tiny part. "Whose idea was it to do something like…I can already guess who it is…" He then groaned as he placed the sheet down. He then sighed.

"Well, I suppose it's going to be interesting to say the least. I guess I can take a look at the contestants." He then picked the sheet up again and scrolled down to the list of contenders.

"Let's see…Erza, Lucy, Juvia, Levy, Bisca, Mira, and…Cana? Why would she want to—wait, I don't even need to answer that." He quickly dismissed his reasoning.

From afar, the gang, or more specifically Gray and Natsu, suppressed their urges to laugh out loud. Even the girls were snickering a bit as Makarov took pictures of Ben's embarrassed state.

"And this one's in for the album!" Makarov grinned.

Ben then sighed once more, but then felt an aura coming from afar. Darting his eyes over to the corner, he glared at the spot with dull grey eyes. Natsu and Gray shot back quite quickly, holding onto each other for dear life.

"Ara, that's quite the stare you taught him Erza." Mira joked. Erza simply nodded, proud of her brother like friend.

"Umu." She simply agreed…

* * *

 **…**

The day of the festival soon approached. Ben had reluctantly accepted his role as a judge when he arrived for the meeting. Makarov gave him a sympathetic pat on the back, but Ben wasn't exactly hyped up for it. He was kind of nervous, since he _was_ a kid judging for the performance of many elder girls. He was worried that his ratings might trigger some of the audience, because he knew that out there, there were some hardcore fans for particular members in the guild.

Naturally he could take care of them if he had to, but he didn't want to cause commotion and/or chaos on a special occasion like this one, so he decided to just roll with it.

Behind some curtains, Ben, Max, and Makarov were preparing for the display.

"The seats will be placed here by the side. I'll be doing the vocals so I'll be in front." Max pointed to a various parts in the Hall's interior. Ben gulped nervously, making him smile.

"Oh I'm sure you'll do great. Just give your honest opinion!" Max smiled. Makarov nodded. "It's not like you're going to making pervy comments like Master Makarov over here.

"Hey!" He retorted, making the other two snort with some mild laughter. That perked Ben right up.

Max then checked his watch. "Well, it's almost Showtime guys! Time to get dressed for the occasion." As he said that, he swapped on a blue suit with a red bowtie.

Getting out from the miniature base, he and Makarov brought some desks and stools over to a side. Already he could see a crowd massing together, but Ben felt pretty good about this.

"An honest opinion huh? Guess we'll just have to see the girls' performance." Ben thought out loud.

"Yep, time will tell. But I'm pretty sure some of the girls might go for the appealing of the eye, if ya catch my drift." He nudged him. Ben cocked an eyebrow, wondering what he meant.

"Heh, you'll see. Oh, we're about to start! Come, let's sit down now!" Makarov and Ben quickly sat down as some curtains covered the windows, darkening the room. Max quickly ran to the stage, preparing for his introduction.

He takes a moment to clear his voice, and then signals the other crew members. They nod and turn on a bunch of stage lights, highlighting his position. Max stood straight with a large smirk, and then…

"Ha-ha! How's it going everyone?!" Max started off with a pose as he shouted into the microphone. The curtains then unfolded, revealing the rest of the stage. The crowd had already began to cheer for the event, making him smile again.

"Good! Thanks for waiting guys! I think we all have something to be looking forward to. Our very own competition between the fairies of this very guild… The Miss Fairy Tail Contest has BEGUN!" He then rocked his fist into the air, making everyone roar louder in response.

"I'm your host, the Sand Mage Max Alors! And for our very special event, we have _two_ very special judges for this occasion! Let's give a shout out tooooo—"

The lights then focus to Ben and Makarov, in which everyone's attention was redirected to. Natsu and Gray were laughing like hell while they were sitting with Elfman and Happy. The white haired man wondered what they were going crazy about.

"Our very own Guild Master! Master Makarov Dreyar!" Max then pointed to the old man. The Guild Master stood up from his seat, giving peace signs and a large goofy grin. The crowd responded with a gallant cheer.

"And our other special judge, a recently recruited Fairy! Let's give a round of applause toooo—"

 _'Crap.'_ Ben cursed. The lights then went to him.

"Ben Tennysoooooooon!" He yelled out. The crowd made an especially loud cheer, making him fluster. Ben sighed a little, but then stood up. Waving around for a few seconds, he then glared at the two mages, making them shut up.

"Ayeee!" They both shivered. That look that Ben gave them pretty much translated to ' _You're both dead meat after this…_ '.

While Ben was continuing his introduction, he suddenly got an idea. Turning to Max, the host blinked.

"Hey Max!" Ben called out. Max responded with a positive hum. "Let's make this a bit more interesting!"

The crowd wondered what he meant. Activating the Omnitrix, he quickly spun the dial and slammed the core down, flashing everyone. Much of the crowd gasped in surprise, but were even more shocked after Ben was shown to be replaced with Ditto.

"What kind of Take-Over is that?" One yelled.

"That's the new Take-Over Mage that everyone's been talking about?!" Another shouted.

Ditto smirked, and waved his hands out.

"Now then people, I believe the fun is just starting! But I feel like we're missin' a few actors…so why don't we amp it up?!" He then yelled as he split into three. Everyone reacted with surprised expressions again as they all pointed to the crowd.

"Call us the Ditto Trio! We'll be your especially wacky crew for the meantime, so let's hit the show Max my man!" They then pointed back to Max. The host grinned, snapping his fingers.

"You got it my gang! So let's begin this extravagant event!" He then gave another pose.

 _"Contestant Number 1: An exotic beauty whose stomach is stronger than an iron train! Let's give it up foooooor…_ _ **Cana Alberona**_ _!"_

Pointing to said person walking to the front, Cana takes a suggestive pose, making the crowd whistle and cheer for the drinker.

"Now let's see what this gal has in store for us!" Ditto 1 picked his mic up. Ditto 2 and 3, as well as Makarov nod.

"Now it's time to for the appeal! Using your magic, show us your skills!" Max shouted vigorously while taking another pose.

Closing her eyes and smirking, she takes a deck of cards out, holding them up to her face with three fingers. Shooting them out, they began to circle around her body, until her entire person is covered by spinning cards.

"Oh! Cards are surrounding Cana's body." Max pointed out.

"Cana's Magic is called the Magic Card, a Holder Magic. Allowing the use of magic cards gives the user the ability to produce various effects, be it elemental attacks, pinpointing, or other various outcomes." Makarov explained to the crowd.

"But what's she gonna do is the question!" Ditto 2 then responded.

"Will she transform?" Ditto 3 asked.

"Or will she show us some _other_ kind of special appeal?!" The three said at the same time. The emphasis of theirs was answered as Cana's body started to glow, making the crowd 'ooh'.

A moment later, the cards scattered, showing a now swimsuit wearing Cana, who once again took a suggestive, heck this was _seducing_ pose she gave out! She then winked at the crowd.

"You like what you see? _I'll be using that money for alcohol._ " She said with a lovely voice, though the Dittos frowned a little at that last remark. Even Makarov chuckled a bit.

Cana posed for a few moments later, before walking off behind the stage. Max then prepared for the next contestant. Lucy and Erza poke their heads out, commentating on the fact that Cana did a bold move by going for the sexual appeal route.

 _"Contestant Twoooo: A new beauty with the looks of the ocean's S-Class! Let's give it for the woman who controls even the rain:_ _ **Juvia Lockser**_ _!"_

The lights then moved to Juvia, who smiled. The Dittos, along with Gray, shuttered a little as they could _literally_ feel her intentions coming off from her body.

 _'Oh boy, here we go again!'_ They all said, glancing at Gray.

Juvia closed her eyes and placed her arms on her chest. A bright blue light, along with a magic circle, flickered.

 _'Gray-sama, I hope that I can reach into your heart!'_ Juvia hoped. Her body started to draw water as her clothes started to change. A shining tidal wave covers the stage for a moment.

As it dissipated, Juvia appears once more, but this time in a pose and a swimsuit like Cana, revealing her guild mark on her left thigh. With a moderately made water level, sets of objects were put in the background, giving the stage a sort of tropical beach feel.

"What's this?! She's put a small set into her match with her swimsuit! I can feel the beach vibes coming from her performance!" Max's nose blew out steam as he clenched his free fist.

"Wowzers!" Ditto 1 yelled. Ditto 2 and 3 whistled in response, along with Makarov. Lucy pouted.

"Another crowd appealer?!" She groaned. Erza simply nodded at the sound move, but the girl's attention went back to Max as Juvia departed from the stage.

 _"Entry Number three! Our very own and popular poster girl with levels of beauty that are unmatched throughout the land, let's give it off tooooo…_ _ **Mirajane Strauss**_ _!_

The crowd was practically roaring once she came into view. Several of them literally shouted that the winner was already announced. Mira waved to the crowd as Max began his introduction.

"Now then, let's show the crowd some delightful showings!" He gestured over to her.

Ceasing her waving, Mira faces the crowd. "I'll be showing some transformations since it's my specialty. I hope you all like it everyone!" She yelled out, crossing her arms over her face. The crowd began to whistle, thinking she was going to choose some visually appealing looks, but…

 _*POOF!*_

The Ditto Trio dropped their jaws, along with everyone else who deadpanned. Some of the crowd who wore classes had their lenses cracked, while some threw themselves in the air as a result.

"This is the face of Happy! Aye sir!" She stated, literally having Happy's head on her body. The crowd was…surprised to say the least, but then again…

 _*POOF!*_

"And this is the face of Gajeel!" She transformed her face to that of the Iron Dragon Slayer's, making him do a spit take from the crowd. The crowd continued to react with shock, but naturally only Happy was getting a kick from this.

"This…was not what I was expecting…" Ditto 1 admitted. The other two nodded.

"Well, I guess not even Mira's the perfect crowd pleaser." Makarov chuckled. Lucy snickered.

"The main threat is gone and gone!" She smiled. Erza simply nodded once more.

Max cleared his throat as Mira walked off stage, clearing the…awkward atmosphere. He then restarted his introductions.

"* _Ahem* Entry Number Four: Heck, we don't even need an introduction for this one! It's the Titania of Fairy Tail:_ _ **Erza Scarlet**_ _!"_

Erza blinked, and then jumped onto the stage. Performing several spins, she lands gracefully on her feet. The crowd cheered at another potential winner, with many people calling out to her. Lucy deadpanned from the sheer amount of popularity that the redhead got from the crowd.

Erza smirked. "Well then, I'll have everyone gaze upon this special Re-quip of mine. Behold!" She then swung an arm as her body started to glow. A brilliant yellow flash blinded the audience, but then, coming out from the light, was…

"Oh, this is!" Max yelled.

"Gothic Lolita!" The Trio all yelled into the microphone.

 _'I wonder how Wendy would look in that…'_ They then thought. Suddenly, their noses all splurged blood.

"Ah, the judged are being affected by Titania's appearance!" A member of the crowd pointed.

"Gahaha! Too much appeal for you Ben?" Makarov laughed. The Dittos quickly plugged their noses, violently shaking her heads in denial. Erza smiled at the comical sight, making Lucy fall over in response.

"G-Goth Loli…" She muttered. "My rent money…"

Saluting the crowd off, Erza does a backwards leap behind the stage, welcoming the next contestant.

" _And here's entry number 5! This cute little fairy with the most brilliant of minds, here's_ _ **Levy McGarden**_ _!"_

"GO LEVY!" Jet and Droy called her out.

Levy then swings her arms out while giving off a cute smile.

 _ **"** **Solid Script!"**_ She shouted. A dark green magic circle flickered, creating a mass of words like snow, metal, forest, land, etc. All of them had decorative details put into them, perfectly describing them and additionally adding to her cute performance.

Jet and Droy cheer her on, eventually swooning over to her appeal. The Ditto Trio and Makarov clap their hands.

"Such a cutie!" Ditto 1 complimented.

"That's for sure!" Ditto 2 added.

"Definitely for sure!" Ditto 3 tried to correct.

"No. _Absolutely_ for sure!" Makarov towered their responses with a large grin.

Levy then twirls around, using her words to take her backstage. Max then introduces the next person.

" _And let's give it to Entry Six: This one_ very _appealing sniper,_ _ **Bisca Mulan**_ _!"_ Max then gestured to the green haired beauty, who was also wearing a swimsuit.

Taking out eight coins that had hearts on them, she collects them into her fist, and then throws them into the air.

 _ **"** **Requip!"**_ She then yelled. A small light green circle flickers, bringing in a rifle.

 _ **"** **The…"**_ She then grabbed her rifle and shot a single bullet through four of the coins. Spinning and twirling her rifle and body, she sits with a suggestive pose as she shoots another bullet.

 ** _"_** — _ **Gunner!"**_ She finished, catching the coins. Holding them out, eight clean holes were made in eight shots, making the crowd cheer immensely as she gives off an appealing ' _Yeehaw!_ '. Alzack's pupils change to hearts, clearly pleased with her performance.

"Wouldn't wanna get in her bad sights!" Ditto 1 joked.

"She'll shoot you down through the heart!" The other two added.

Bisca spins her rifle and rests it on her shoulder as she leaves the stage. Max then takes another pose, making Lucy realize that her turn was coming up.

 _"And our final entry, contestant number seven! The super rookie of the guild, and the idol that sparkles with the blessing of the Stellar Spirits, its_ _ **Lucy Heart-**_ _"_

"Woah there Max!" Makarov yelled out.

"Don't say my last name!" Lucy cried out as she tried to blur him out, jumping out from the backstage.

"Hey, she's a cutie!" An audience member called out. Lucy chuckled weakly as she waved to the crowd. Makarov and the Dittos sigh with relief.

"So, let's show some appeal!" Max then yelled. Lucy then took some pink cheerleading pom-poms out.

"Alright everyone, I'm going to be doing a cheerleading dance with my spir—"

 **"Entry Number Eight!"** A voice interrupted.

"Hey, my time's not up!" Lucy growled. She and Max then turn around to see another figure come out from the backstage.

"A Fairy will make her grand entrance, if it's what you all want." The figure said, revealing a woman.

She had light brown hair and dark brown eyes that went along with her oval glasses. Her hair was tied to a side ponytail, and she wore green dress that had movable wings on the back, along with navy blue stockings and white sandals. She flickered a purple fan, and a familiar guild emblem was imbedded on the right side of her bust.

"My beauty is what you crave, so my beauty is what I'll show, as here I am." She continued as she walked forward.

"I am all you want, all you could desire. So the winner is me, Evergreen! And now this contest is over!" Evergreen held her fan out.

"Evergreen? She's returned?" Elfman and Gray muttered with surprised eyes. The Dittos cocked an eyebrow, but once they turned to Makarov, they went wide eyed at his shocked look.

"Hey, my rent's on the risk here!" Lucy yelled at Evergreen.

"No! Don't look at her eyes Lucy!" Gray stood up.

The brown head turned her gaze towards Lucy, lifting her glasses up.

"Who's this brat?" Evergreen's eyes then glowed.

"Eh?" Lucy blanked out, but she then gasped as her body turned to stone.

"W-What happened? Her body got turned to stone!" One member yelled out.

"Crap, this is bad… Everyone, please hurry and escape!" Max shouted to the crowd. They began to panic and quickly rushed out of the Hall, leaving the members of the Guild who were still present.

Makarov jumped from his seat, surprising the Dittos as they followed him.

"Evergreen, what are you doing?!" Makarov yelled at her. "Are you trying to ruin the festival?!"

"Mfuu…For a festival, don't you need entertainment, _Master_?" She did a low giggle as the backstage curtains began rising up, revealing all the contestants, whom were also petrified due to her Eye Magic.

"Nee-chan!" Elfman screamed at the sight of his sister.

"Erza and the others too!" Happy added.

"Evergreen, return everyone back to normal this instant!" Makarov demanded. A bright light then started to shine above everyone's heads, making them look up. "What now?"

Striking down to the stage like a thunderbolt, Laxus appeared in a flash.

"Well hello there, Fairy _Fails_. How's it going with the festival?" He grinned.

The Dittos and the rest of the guild glance around, now noticing 2 new figures.

"Freed? Bickslow?" Gray darted his eyes over as they jumped to Laxus' side.

"The Thunder God Tribe?" Wakaba gritted his teeth.

Freed had long light-green hair. Wearing a knee length coat, he also carried a sword resembling a rapier. His Fairy Tail emblem was on the back of his left hand. Bickslow wore a purple cloth that had skull patterns on his shoulder pads. Wearing a medieval sallet, he wore a long waistcloth held by a dark band.

"Now what say we play a game old man? I say that it'll lighten the entertainment around here." Laxus suggested with a nasty grin.

"Enough Laxus! Free the girls at once!" Makarov ordered, ignoring his last bit. The blonde man merely chuckled as he walked towards Lucy.

"This Fantasia, I wonder how many will survive in the end?" He wondered. A lightning bolt flickered right next to Lucy, making everyone gasp.

"Here's the deal. The women here, the ones that are all petrified? They're going to be the chips of this game. Play by my rules, and nothing happens to them, capiche?" Laxus smiled while wrapping an arm around her shoulder. "This _is_ entertainment for the festival after all!

"Quit with the jokes Laxus, this is not funny!" Makarov barked once more.

"Oh, but this isn't a joke. I'm serious." He replied.

"This is to see who is the strongest in Fairy Tail." Freed then said, walking up.

"Which means its play time." Bickslow added, sticking his tongue out. His black emblem was revealed as he did so. 5 dolls followed him, echoing the word 'play!'.

"Let's explain the rules. I think it's pretty simple; the last one standing…wins." He grinned. "And the name of this game is…"

 **"The Battle of Fairy Tail!"** He then declared.

Everyone glared at the four, wondering what drove him to create such an absurd game like this. Could you even call it a game? The crowd muttered all the while, but then…

"That's fine by me!" Natsu then responded, slamming a flaming fist against the table as he stood up. The Dittos and everyone else look at him.

"Good, good! That's the spirit that'll drive this competition!" Laxus smiled.

"Natsu?" Makarov turned to the pinkhead. Natsu started to walk up, passing the Ditto Trio and Makarov.

"You're gonna get beaten by Laxus again!" A man called out. He wore a red and orange jacket, and white pants. It was Warren, a telepathic mage of Fairy Tail.

"Yeah, but that was when I was a kid!" Natsu retorted with a smile.

"But that was last year!" He retorted back.

"Yeah! I was a kid…last YEAR!" Natsu then yelled, launching forward towards Laxus.

"This ain't ending well." The Dittos said as they put on sunglasses. As Natsu jumps up, Laxus merely shoots a bolt of thunder, shocking the Dragon Slayer. Natsu landed with a thud, his eyes blank and his body smoking.

"Natsu…!" Gray muttered.

"See, told ya…" Warren face palmed.

"That's not a manly move at all." Elfman clicked his tongue in disappointment. Happy floated next to Natsu.

"Ha. And he just recovered from Etherion as well." He remarked.

Evergreen opened her fan again, retracting everyone's attention. "If you want to free the girls, you have to beat us. Just a reminder though, you've got _three_ hours. Otherwise, they'll crumble away." She explained, holding up three fingers.

"Four versus a hundred, should be fair enough right?" Bickslow said. The idols echoed the one hundred versus four.

"The battlefield will be Magnolia Town as a whole. If you manage to spot us, the battle will begin immediately." Laxus finished. Makarov was not pleased, his eyes contracting.

"LAXUS, STOP THIS MADNESS AT—"

" **That's** why it's a game, old man. It's supposed to be entertainment, so cool off!" He quirked, flashing away. The Ditto Trio watched as Laxus and the Thunder God Tribe exited the building with quick succession.

"Let's have some FUN!" Laxus roared his last words. The light then dissipated, leaving a scorch mark where he used to be at.

 **"Battle of Fairy Tail…Begin!"**

* * *

 **...**

Elfman quickly recovered, looking at the exit with a worried look.

"Shit! We have to help Nee-chan and the others quick!" He quickly said, running out of the building. Many of the other guild members roared in unison as they ran out as a crowd.

Alzack looked up, gazing upon Bisca.

"Bisca…I _will_ save you." He promised. He then turned around, running to join the others.

The Dittos took off their sunglasses and merged back into one. He then tapped the Omnitrix dial, reverting back to Ben.

"So, what now Gramps?" Ben asked, looking at the old man.

"Grraah… That stupid grandson of mine. I'll stop him myself!" He yelled with comedic rage. Ben smiled, as he wasn't expecting an answer like that.

Makarov turned around and started to run off, but once he reached the exit…

 _ ***SLAM!***_

"Huh? Gramps?" Gray stopped to turn around. Makarov slammed against an invisible wall, making Ben and the ice mage cock an eyebrow.

"Hey, what's going on?" Ben ran over to him. Gray turned around and tried to lift Makarov up.

"There's nothing here though!" Gray yelled. A beep then drew the attention of the three upwards. "Hey, aren't those…"

"Glyphs…this must be Freed's handiwork no doubt." Makarov answered.

"Some kind of magic I assume?" Ben asked. Makarov nodded.

"Umu. A product of rune crafting. It's a type of barrier." He started. Standing up, he dusted his clothes off before continuing.

"If someone is trapped within the boundaries of the runes, they must obey whatever rule that is written by the caster. If you don't then you are unable to escape. This is a type of Letter and Caster Magic." He then looked up.

"According to these glyphs, the rules are… _'Those older than eighty, or that of being a statue of stone is prohibited from exiting and is denied passage'_."

"So whatever can be written to the creator's imagination is fair game then?" Gray muttered with disbelief.

"Can you crack the code Gramps?" Ben then asked.

"No, the rules are absolute." He shook his head. "And if you hadn't notice, rune crafting is a lengthy process. Provided it's used in an ideal environment, it is suitable for traps since it can't be used on the spot."

"Which means they probably planned this out…" Ben sighed. "This is starting to become a Monday to Friday thing…"

"Yeah, which means we'll have to deal with this ourselves." Gray decided as he turned around. "Grandson or not, Laxus is going down."

Running off, Makarov sighed as he started to turn back. Ben followed him into the building, wondering what he was thinking about.

 _'Though he says that, is there anyone who can beat Laxus?'_ He questioned. Looking at Erza, his eyes widen slightly.

 _'Erza…perhaps she could…no. She's still trapped like that. Maybe…Natsu? If he recovers then maybe he can…'_ He then started to walk towards the stage.

"Hmm…? Reedus?" Makarov turned his head. The painter mage flinched.

"I…I don't want to be involved with Laxus…" He admitted. Makarov waved him off.

"It's fine. Though can I have you go to Porlyusica? She might have something that'll work against this petrification spell that Evergreen casted." He then ordered. Reedus nodded.

Natsu's eyes then started to twitch. Immediately, he jumped up, yelling.

"AH WHAT THE HELL?! Where'd Laxus go?" He darted his eyes.

 _'Hmm, with his talent blooming, he might be able to…'_ Makarov thought for a bit, before deciding…

"NATSU!" He called out. The fire mage ran towards the three with Happy in tow.

"Laxus is somewhere in Magnolia! I order you to go on a hunt!" Makarov yelled, pointing to the exit.

Natsu growled with a feisty smile, making Ben back up a little. Running towards the exit, he…

 _ ***SLAM!***_

"WHAT?!" Everyone made a shocked expression. Natsu squirmed across the surface.

"E-Eh? Why…the hell." He muttered.

Ben sighed. "Ugh, guess it's time for me to go then." He rubbed his hair.

"Ben?" Makarov turned to him. Ben smirked at the old man.

"I got a bone to settle with Laxus anyways. You've seen me in action right?" Ben gave him a thumbs up.

 _'Hmm, he has anti-electricity forms for Laxus…but what about Freed and the others? …I guess I have no choice then.'_

"Ben, mission command, Fairy Hunting initiate!" Makarov saluted.

"Yes sir!" He saluted back. He then ran out the exit, leaving the others behind.

"I-I'll be going to then." Reedus called out. Makarov nodded as he watched him leave as well.

"*Sigh* This isn't going to end well…" Makarov sighed.

"WHAT THE HEEEEEEEEEL!?" Natsu raged while slamming his head against the glyphs. Happy moved back and forth, snickering at the sight…

* * *

So, this is the intro to the Battle of Fairy Tail Arc. How is it?

I plan to involve Ben a bit more in this Arc, primarily focusing on the fights and so forth. Suggestions aside, I really think that this Arc will give me the opportunity to change a bunch of the fights shown here. I always hated how unfair the rune's rules were during this thing, so maybe I can do something about that.

Some more aliens will be introduced, possibly some Ultimates, so stick around and see! Please rate/review this story if you want!

Anyhow, that's all I wanted to say. I'll see you all in the next part. Toodles! Also, tell me who you want to win the Miss Fairy Tail Contest and why in the reviews! After this Arc comes to a close, I'll be using that as a startup for other chapters afterwards!


	25. Battle of the Fairies (Battle of FT Pt2)

Hello everyone, how y'all doing? It's time for another chapter!

So, welcome back to the Null Fairy. More fighting, some occasional humor, and some new form reveals!

 **Sean Bruce:** I've been thinking about Jason and the Sorcerer Weekly for a while now, and I think that might be an interesting thing to put in after this part! I kinda want to make Ben a _little_ livid after he hears that Laxus doesn't give a crap about Makarov…maybe I might do something about that.

 **Theboblinator** **:** Thanks for that long review! I like how you argued over the reasons I stated for the winner. I won't reveal the winner just yet, but I hope you'll be good with my decision afterwards. Thanks again! However, I want to keep the younger Ben and Wendy for this story. I feel that if they get older, Ben might find a way to unlock Master Control again within that time possibly, or that the two might become a bit overpowered (well, not like Ben isn't already Op so I guess…). Anyhow, look forward to that part when I get to it.

Well, with all that under and away with the river underneath a bridge, let's get this part going!

And as always, I do not own anything related to the subject of **Ben 10** nor **Fairy Tail**. Please support their official releases, and happy reading to you all!

* * *

 **Chapter 25:** _Battle of the Fairies (Battle of Fairy Tail Part 2)_

"Now then, who to go after first?" Ben asked himself.

A while into his run to the heart of the town, he had begun to think about his course of action, meaning which member of the Thunder God Tribe he would target first.

"I think I heard Gray say something about their eyes…that probably means that they have some kind of Eye Magic unique to them. Evergreen's was petrification like a gorgon. Freed's is probably…rune crafting? Bickslow however I don't know…" He analyzed out loud while looking around.

Already, he could tell what Laxus meant by 'Battle of Fairy Tail'. Signs of destruction were littered all over the place, be it destroyed houses, busted roads, but of course, what brought Ben's attention mostly was… the incapacitated bodies of his fellow guild members.

"Everyone…what's making them fight each other?" He frowned. He then started to see vague traces of purple glyphs, the ones that were similarly drawn at the Guild Hall.

"Tsk. Freed again." Ben figured it out. "Whatever bends to his rules right? Hopefully there isn't anything that'll hinder me in my process…but then again, I have forms that could escape regardless."

Stopping at a crossway, Ben glanced his eyes over. At this rate, he would take half a day to find just one of them. Thinking for a moment, a thought came into his head.

"Well duh. If I can't see them, then track them by their scent!" Ben face palmed.

Activating the Omnitrix, he quickly spun to his chosen alien. Pushing the core, he flashed into Wildmutt, making some townsfolk 'ooh' a little at one of the boy's many transformations.

' _First things first, Evergreen and her petrification.'_ He growled. Sniffing the air with his gills, he immediately caught on to her scent, though it was a bit strong due to a rich perfume.

Barking, he began galloping down an alleyway. As he followed the trail for a few minutes, he arrived in a market street.

" _*Sniff* *Sniff*_ Graaaww!" Wildmutt growled. Taking another step, he takes another whiff, making his head perk up when suddenly…

 ***Click!***

" _*Gasp*_ Not again!" Alzack gasped, stepping on a tile that sank in. His eyes darted over to Wildmutt as glyphs rose out from the ground, forming a large square around them.

"And it had to be Ben of all people…sorry, but I have to win this!" He then apologized, aiming his pistols at the Vulpimancer…

* * *

 **…**

"Ah, look!" Happy pointed to the glyphs again, which began to write out a new bundle of text.

Makarov and Natsu look up, displaying looks of surprise again.

"Hmm…Alzack versus Ben. As much as I hate to say this, I hope Ben wins." Makarov frowned.

"GAAAAH! I wanna join the fight!" Natsu roared, hopelessly trying to ram himself through the glyph barrier.

Taking another look at the status, Makarov's eyebrows furrowed with concern. Many members of Fairy Tail were fighting against each other, taking their numbers down one by one at a fast pace. Nearly half the members were gone, with only the iconic ones left.

' _Half of my children, down… Grrr, Laxus you little…'_ He clenched his fists while gritting his teeth.

* * *

 **…**

 _ **"** ** _T_ ornado Shot!" **_Alzack yelled, shooting two swirling tornados from the barrels of his revolvers. They quickly launched towards Wildmutt, who climbed up a building to avoid the shot.

Growling, Wildmutt landed in front of him. Alzack stumbled, aiming his guns at him.

"Don't make do this Ben! Just go down already!" He pleaded with the beast. Wildmutt simply stood, but then tapped the Omnitrix dial, replacing him with Swampfire.

"Sorry Alzack, but I can't do that, not while everyone's at stake." He replied with his nasally voice.

Slamming a foot into the ground, masses of vine tendrils came up from below Alzack and constricted the gunner mage, making him gasp as he dropped his weapons.

"Wha—" He looked at the vines, but then Swampfire dashed up and held a palm out.

"Take a nap why don't ya…" He muttered, spraying a green pollen into his face. Alzack's eyes dilated, before hanging down as he fell unconscious.

The Methanosian sighed. He didn't like fighting his friends, so the best he could do what put him to sleep with at least struggle as possible.

"Sorry Alzack." He then turned around and tapped the dial, replacing him with Wildmutt again. Beginning to sniff the area again, the Vulpimancer ran off.

After he left, the glyphs flashed, and then dispersed. It then displayed a short message.

 **"Winner: Ben Tennyson."**

* * *

 **…**

Approaching near a busy market street, Wildmutt stopped, hearing some loud sounds of explosions and attacks against the architecture of the area. Reverting back to Ben, he poked his head out of a corner, only to gasp at the sight.

 _ **"** ** _Fa_ iry Bomb: Gremlin!" **_Evergreen shouted.

Flying around Elfman, who was in his Take-Over Beast Form, a mass of golden particles floated around him. She then snapped her fingers, making them explode. The Beast roared in pain as the explosions continued for a few seconds. As the smoke dissipated, Elfman stood with his mouth agape, but his eyes white like a ghost. Falling down, Ben gritted his teeth as Evergreen turned him into a statue.

"You little, that's it!" He growled.

Running out into the open, Evergreen turns around while floating in the air.

"Oyo, so you're the little boy that Laxus was talking about." Evergreen smirked while tilting her glasses.

Ben ignored that little bit, glaring at her. "Turn Elfman and the girls back to normal!"

"Oh, are you worried about your 'Titania'? Why is she the one name that for?! I'm the true Titania of this guild!" She then gave him a crooked smile. "But enough about that. Laxus told us if we ever encountered a little boy with brown hair and green eyes, ' _make him suffer as much as possible_ ', so I'm going to do just that!"

Waving her fan, a mass of golden particles swooshed over to Ben. He quickly gasped, rolling away to avoid the explosion.

"As much as I would love to turn your cute little face into a statue, Laxus insisted on not doing so. Aren't you lucky?"

Ben huffed, standing up. "Lucky for me, and an omen for you." He shot back. "Now's it's my turn!"

Readying the Omnitrix, Evergreen shoots another wave of particles at him. As they reach Ben however, a green flash was made. A figure then flew out from the mass of smoke, making her cock an eyebrow at the transformation.

Ben was a replaced with a creature resembling a humanoid reptilian with green skin, a long tail and tentacles on his head. He had 3 green eyes with stripes running from them, and had 4-fingered hands with ostrich-like legs and feet. Wearing a green uniform with grey and black shoulder pads and shin guards, the Omnitrix dial was located on his torso, with the Fairy Tail emblem on his left shoulder.

"Huh." Ben looked at himself. "Was going for Big Chill, but **Nuerolizard** will do!" He then smiled while taking a stance.

"Huh, you really do have some strange Take-Overs. Laxus told me about that zombie like form, and that small black and white form earlier, but you really are a trickster." She remarked.

"Enough talk though, it's time to finish this!" She then barked, waving her arms.

A mass of particles gathered in front of her. Nuerolizard jumped up onto the roof of a building as soon as he saw them turn into needles and shoot out.

 _ **"** ** _F_ airy Machine Gun: Leprechaun!" **_She casted, continuing to fire her endless barrage of needles.

His eyes then glowed, surrounding himself in a green aura. Beginning to float, he soon flew away from the scene, with Evergreen following in toll as she continued to fire.

"This chick's crazy!" He yelled while glancing back at her. Evergreen began to laugh like a smug princess while spinning midair.

"Can't run away forever you lizard!" Evergreen shouted. Neurolizard then eyed some large pieces of debris from some other battles. Focusing his energy on them, the piles of wreckage were encased in an aura.

"Take this then!" He then yelled, throwing the pieces at her. Evergreen flinched for a moment to focus on dodging. While she did so, her spell dispelled.

"Little brat! You can't hope to beat me, the Fairy Queen!" She then growled at him. Zooming pass him, she swiped her arm again, gathering a mass of particles.

"You may have been able to dodge my attack at this speed, but what happens when I **double** it?!" She then grinned. Neurolizard gasped as the machine gun shot out needles twice as fast, and twice as many.

"Crap!" He cursed. Flying away, Evergreen laughed as some needles began to sting his arms and legs. Grunting, he quickly flew to a pillar and picked up some additional pieces.

Attempting to hit her, Evergreen simply dodged again, and this time continued to shoot. Landing a few direct hits on his chest, Neurolizard gasped as he fell onto a roof. Rubbing his chest, he grunts at the floating mage.

"How will you fare now little man?" She whacked her fan against the wall behind her.

Neurolizard looked up, wondering what his next plan of action could be.

 _'She's currently floating with a pillar behind her, which means that she can't move back anymore…very well then, how about this…'_

Grunting, he stands up and taps the Omnitrix dial. The flash made Evergreen cover her eyes for a moment, only to see Diamondhead in his place.

"A gem monster? What a laughable view!" She mocked him. Diamondhead ignored the taunt as he slammed his palms onto the ground. As she rolled her machine gun again, he merely stood there as the needles bounced off of him.

"Eh? Hey, what's with…huh?" She then heard a loud vibration coming from, behind her.

Turning around, a giant piston of green crystal slammed against her, pushing her onto the roof with a loud thud. Evergreen yelped once she landed, only to see two more pillars of crystal lock her arms in place. She gasped as Diamondhead walked up, staring down on her.

"Since you're still a member of Fairy Tail, you have some rights. Release the girls now, and you'll have no harm done to your body." Diamondhead proposed, aiming his arms at her.

Sweating a little, she gives him a smile while furrowing her brows.

"Haha…harm, to me? You're still a naïve little man. In case you and the others didn't know, I can activate my Stone Eye Magic remotely!" She called out.

Diamondhead's eyes narrowed down at the words. He then slapped the Omnitrix, replacing him with Wildmutt again.

"Ha, what now you mutt?! You do anything to me, and I'll shatter those statues without a second thought!" She tried to threaten the Vulpimancer. Wildmutt simply growled.

Turning the Omnitrix dial a little, the core popped out, making her look down at it. Wildmutt then pushed it in, bathing him a wave of green light. Growing a bit larger, his orange fur turned to a dark eclipse color, and starting from his head grew out large spikes that overlapped, ending at the rump. Growing a tail, it had a scorpion like stinger at the end. His claws turned sharper and white, as well as his teeth. The evolved Omnitrix dial was displayed on his chest, with the Fairy Tail emblem glowing green on his shoulder.

 **"Ultimate Wildmutt!"** He yelled. Evergreen started to panic a little as the evolved Vulpimancer roared right in front of her face.

"If you're willing to go that far Evergreen, then so be it. I'll just have to kill you as painfully _and_ as gruesome as possible then to avenge them…" Ultimate Wildmutt stated. Placing a paw on her arm, he growled.

"I'll start with the arms…they look like they could be tasty." He looked over towards them. "Oh, maybe the legs? Or maybe your internal organs?" He suddenly suggested.

At this point, her eyes turned to dots as she started to sweat immensely. Screaming a little, Ultimate Wildmutt then smacked her with a paw comically.

"See, if you're gonna make a bluff Evergreen, then you have to actually mean it ya see?" He then said. Evergreen responded with a muffled groan.

"Alright…you win…" Her legs twitched. Ultimate Wildmutt then smiled as he tapped the dial, reverting back to Wildmutt, and then back to Ben. The boy felt slight discomfort for a bit, but then stood up…

* * *

 **…**

Back at the guild hall, another glyph appeared upon the display. Natsu and the others looked at the description, their eyes widening at the result.

"Hey, check it out!" Natsu grinned.

 **"Ben Tennyson versus Evergreen. Winner: Ben Tennyson. Loser: Evergreen, by forfeit."**

"Alright!" Makarov fisted the air. Turning around, they watched as the others started to crack open. One by one the girls were freed from the spell.

"Huh, what happened…?" Juvia asked, looking at herself.

"I…I can't remember." Levy responded.

"This feeling of idleness…it must've been Evergreen." Erza frowned.

Natsu and the others then ran up towards them. "Cool, they're all back to normal!" He yelled.

"Heh, now what will you Laxus? Without hostages, there can't be a 'game', don't you think?" Makarov smirked…

* * *

 **…**

Inside the Kardia Cathedral, one of the most landmarks of Magnolia town, Laxus sparks rapidly as he slams a fist against a pillar.

"TENNYSON! Evergreen, I had faith in you, and you lost to a kid?!" He growled.

Freed walked in, standing behind the thunder mage.

"Perhaps we've underestimated this child, maybe he's actually stronger than we think." He tried to reason with him. "Bickslow or maybe I should've intervened instead."

Laxus growled. "And why are you here for Freed? You should be out there fighting the fairies…"

"Because, if there are no more hostages, the game shan't continue no further—"

Laxus then turned around with an angry face, bursting a bolt of lightning. It roared along the ground next to Freed, making the greenhead shield himself. He gasps, looking back at him.

"No hostages? This fight ain't over. If you feel like being a coward and don't wanna follow me, then get lost. Weaklings aren't accepted here, and won't be once _my_ Fairy Tail comes in." Laxus' expression then cooled.

Turning back, he sighs. "Time for the next plan then…"

* * *

 **…**

"So this event was dubbed the Battle of Fairy Tail? What foolishness." Erza frowned again.

"Definitely. He's sure outdone himself this time." Cana remarked.

The girls had changed back to their normal attires, at least the ones that were in swimsuits. Makarov had taken some time to explain the situation, updating the crowd.

"So it seemed. But it's now over thanks to Ben. And now that no one's at risk anymore, I'm no longer playing along with him. It's time for a retaliation!" He then announced.

Mira looked down with a sad expression. "This won't go nicely for him, that's for sure." She predicted.

"Of course! He'll pay for his actions! That's the only way to teach him!" Bisca agreed with the white haired girl.

Makarov then grinned. "Naturally! I'll teach that dumb boy a lesson that'll be pinned in him forever!" Natsu then held a palm out in denial.

"But wait a second. Sure the hostage thing might've been freaky, but it's still a good thing to find out who's the strongest in Fairy Tail right?" He then said, folding his arms in thought.

"…Eh?" Everyone dead panned.

"Besides, I don't think he meant it when he talked about crushing everyone! It's all for the entertainment of the festival right? Cut the guy some slack why don't ya?" He then suggested with a toothy smile.

Makarov face palmed. _'What'll I do with you, you foolish child of mine…'_ He sighed.

Slamming his fist, he took a stance. "So how 'bout it, round two?!" He took a stance, making everyone spit take.

"CUT THE CRAP YOU NINCOMPOOP!" Makarov retorted.

"Ah come on it'll be fun!" He then said as he started to chase Lucy. The blonde cried out as she started to run away.

"Stay away lizard breath!" She yelled.

Gajeel had a stern expression on his face, making Juvia cock an eyebrow.

"Something the matter Gajeel?" She asked. Gajeel leaned his head a bit. "…It's nothing." He simply replied.

Turning back to the crowd, Juvia smiles a little. "But this guild is interesting, is it not?"

"It's not boring, that's for sure…"

A bunch of noises then started to come from the hall entrance. Everyone turned around, only to see red glyphs covering the entirety of the entrance. Pieces of it starting to roam off, soon forming into a large 3D skull.

"Oh what now…" Cana groaned as she hopped off the stage.

After it forms, the skull lets out a slight screech, before welcoming a familiar voice.

"…Can you hear me old man?" Laxus called out. "And for anyone else there, I suppose you better listen in on this as well."

"The hell's happening now Laxus?" Natsu gritted his teeth in annoyance.

"Well, if you must know, I've recently learned that one of my rules have been broken. And because of that, I propose another rule be added in its place you see?" He started.

"What do you mean!?" Erza shouted.

"Since it would be a shame to end the Battle of Fairy Tail early, this new rule will hold the line together. So, I've decided to activate the _Thunder Palace!_ " He then called out.

"WHAT? Are you kidding me Laxus?!" Makarov retorted with contracted eyes.

"No, and you have only 70 minutes to complete this event. Or, if you want, hand the position over, _master._ " He then laughed. The skull dissipated as the glyphs broke apart, vanishing soon afterwards.

"YOU FOOLISH BOY! I'VE TOLERATED YOUR ACTS FOR LONG ENOUGH. THE MOMENT YOU DRAGGED THE CIVILIANS OF MAGNOLIA INTO THIS, THIS TURNED TO— _ ***Gasp!***_ "

Makarov grunts loudly as he clenches his chest. Falling down, everyone gasps, running up to him.

"Gramps?!" Natsu yelled. "What's wrong with him?!"

"Is he hurt?" Lucy gulped nervously.

Mira held her mouth. "Oh no, he needs his medicine!" She then started to run off. Bisca and Levy take a look at him, but Natsu looks out the doorway.

"What did he mean by Thunder Palace?" He growled.

"The Thunder Palace is—" Erza started.

"Outside!" Mira then came running back, pointing to outside the guild.

Everyone excluding Mira then ran to the second floor and out to the balcony. Looking up into the sky, dozens of floating lacrimas hovered above the town grounds in a circle. They were yellow in color, with a spiked collar around them and a lightning bolt in the middle. They spun around ominously, making everyone shutter a little.

"What the heck are those?" Natsu yelled while squinting his eyes.

"Lightning lacrima, Laxus' handiwork." Erza answered.

"They're overflowing with lightning magic. If he launches them off, the whole town will be decimated with lightning strikes." Cana added.

"Then let's shoot them down!" Bisca then brought out a rifle. Aiming it, she immediately shot out a round.

"Wait, Bisca don't—" Erza gasped, but it was too late.

Destroying one of the lacrimas, everyone cheered for a moment, but then Erza grunted.

"You fool, that lacrima has—"

 **"AHHHHHHH!"** The cowgirl mage screamed. Everyone turned their heads, their eyes contracting as Bisca was zapped with a massive amount of lightning.

"What? Why?! Why did she get zapped?" Levy asked while catching her.

"It's Organic Link Magic." Cana clicked her tongue. She then looked back at the lacrimas. "If any of the lacrimas are destroyed, the amount of force used against them will be retaliated against the person who destroyed it in the first place."

"Meaning that if we tried destroying them, our own lives would be at risk." Erza concluded. "We must stop Laxus immediately, for this spell will destroy the town!"

Jumping off from the roof, Erza begins her own run. Cana and Juvia nod at each other and run down the stairs together.

"I'll go and evacuate the civilians!" Lucy called out as she started to run as well.

"I'm going with you!" Happy then said, following her.

"Grr…Laxus, you son of a lacrima…!" Natsu growled while slamming the balcony rails. Gajeel narrowed his eyes as he continued to eye the lacrimas…

* * *

 **…**

"What're those?" Ben looked up. "…Lacrimas? That can't be good if lightning bolts are on them."

As he walked into another street, he eyed some of the townsfolk, who were also starting to look up with worried expressions. Ben furrowed his brows as he grunted.

"Have to find Laxus, and quick." Ben told himself as he ran off again…

* * *

 **…**

Back with Laxus and Freed, the lightning mage cackled.

"Well, how's that old geezer?! Now the whole town is my hostage!" He grinned.

"I…I think you're taking this too far…" Freed muttered.

"Hmph, too far huh…? What's considered too far is _my_ decision. THIS IS AN ALL OUT FIGHT! ONE SIDE WINS, ONE SIDE IS DECIMATED COMPLETELY!" He then roared with sparks of lightning surging around his body…

* * *

 **...**

 **"GRAAAAAGH!"** Natsu punched the barrier.

"Stop it Natsu, you can't do anything, calm down!"

"I CAN'T! NOT WITH EVERYTHING GOING ON NOW! Stupid wall!" He replied to Levy.

Taking a closer look, the Letter Mage's eyes widen slightly. "Wait a minute, these glyphs…this is Letter Magic!" She smiled.

"Yeah? We already figured that out." Gajeel retorted.

"Well since it is, I can probably dispel it!" She then grinned. Gajeel's eyes widen as he and Natsu turned their faces towards her.

"Can you really do that?" Natsu asked. Levy nodded.

"Of course! And after I do so, you two can go all buck wild after Laxus!" She then said, running back into the guild.

Levy instructs the two to bring her specific books. While they do so, Mira brings Makarov and Bisca to the medical room so they could rest. Levy ties her hair up in a ponytail with her ribbon. Placing on her Gale Glasses, she takes a notepad out as she begins opening some of the books. She starts to write down some important things while muttering some inconsequential, or rather, complicated things that neither of the two could follow.

 _"If I take some of the information regarding the rouge letter's arrangements…break them down, it'll allow me to understand the basic vocabulary needed to construct the initial rules…"_ She muttered while darting her eyes through many books.

 _"Some of these… L, O, S, U…"_

Gajeel was surprised at the amount of dedication that Levy showed.

"That's pretty amazing. I have no clue what of even a smidgeon you're talking about…" He blinked, amazed at her handiwork.

 _"If I change these current characters with the Gheel grammar… No!"_ She then sat up, holding a finger up while looking at him. The iron mage flinched, leaning back a little as her focused expression gazed to him.

"L and S, those are bluffs! The main part of it is the key-code, Als!" Levy yelled quickly.

"A-Ah… Is that right…?" He sweat dropped with a dumbfounded expression.

Writing down a little, Levy then turns her face again.

"I'll get you guys out of here, count on it." She promised.

"You don't have to…" Gajeel muttered while rubbing his head.

"Please…you must stop him. You have to stop Laxus!" She then looked at him straight in the eye. The two then looked over at Natsu, who had a face of rage on his head as he slammed his forehead against the glyph barrier…

* * *

 **…**

"The Thunder Palace…Laxus, are you really going this far?" Freed questioned his leader again.

"…What're you still doing here Freed? Bickslow's already out there picking off the remaining fairies. I want you to handle Cana and the girl from Phantom. I'll handle Erza and Tennyson…and Mystogan." Laxus replied with a dark tone.

"But Laxus, even if they're enemies, they're still—"

"I GAVE YOU AN ORDER FREED! ARE YOU NOT GOING TO FOLLOW IT?!" Laxus screamed with bloodshot eyes.

Freed gasped, but then calmed himself with a sigh. "I suppose there's no turning back now. I'll follow you wherever you go, and I'll do what you say. However, once I complete the mission, their blood in on your hands." He then said, exiting the cathedral.

As he walks away, he Laxus gives off a small smile.

"…That's what I'm looking for, Freed of the Dark. Show me what you got." He muttered…

* * *

 **…**

Back to the outside area, Cana and Juvia had begun their search to look for the remainder of the Thunder God and Laxus. Happy and Lucy do so as well, entering the corner of a bridge.

"Hmm, can't we just give an announcement over the loudspeaker back at the guild?" Happy asked the blonde while riding on her head.

"No, since the speaker has an enchantment casted on it. Its rule is that the only person who can use it is the Guild Master, and only for the purpose of surrendering the position to Laxus." Lucy answered as she continued to walk.

"Curse them. They must've planned this stab in the back for a while huh?" She then said as they looked down on a street full of civilians. "We have to do this on our own."

"But Lucy, I don't think that's possible…" Happy muttered.

"Why's that?"

"Because, look! Down there, those are people that came from the other towns. If they hear trouble, the whole jammed pack town will panic!" He replied, pointing down.

"Of course they'll panic! All of those spikey balls up in the sky's making them like that already!"

"My point exactly. If they learn that those things are full of lightning magic, the whole town will flip!" Happy then concluded his predicted thought.

The two sigh, and then place an arm under their chin. "Then what do we do? Think, think Lucy…"

 **"Yeah!"**

 **"Think!"**

The two then gasp as three of Bickslow's dolls hovered next to Lucy's head. The five then gather together, launching a flurry of green beams.

"MOOOOOOVE!" Happy yelled, grabbing Lucy and flying into the air. The beams' explosions caused yet another ruckus in the area as people started to flee.

Bringing her to a rooftop, Happy sets her down, and then lands on the ground.

"What are those?!" Lucy demanded to know.

"Their Bickslow's dolls!" Happy replied as said mage landed on a flagpole in front of them.

"Heya peeps!" Bickslow waved. "So you're the newbie girl huh?"

"Oh? Mind telling me what you've heard?" Lucy barked back.

"Thatyourreagirlthatsintowhipsclothesandbossingpeople—"

"Ok ok ok I got it!" Lucy retorted immediately, regretting her question.

"Still, nice getup you got. Cheerleader?" He smiled.

 **"Cheerleader…"**

 **"Go team!"**

"No, I—"

Lucy's little flustered state was interrupted by the echoing of the dolls, who repeatedly said the word cheer as they gathered above Bickslow. He then smirks as he waves his arms out.

"Alright _babies_ , tear that girl a new one!" He ordered. The dolls speeded out, beaming multiple blasts at the two. The duo run back and roll away to dodge the initial attack.

"Well, ain't that pack on the rack? Normally I'd usually go easy on a newbie like yourself, but this here's a war ya see!" He wiggled a finger. "Losing isn't an option for me, no sir that's a negative!"

"Do you think Master's gonna forgive you? Because I don't think so pal!" Lucy yelled back.

" _Master?_ I don't give a hoot about that old geezer. Laxus is gonna be the new master after all!" He stuck his tongue out as the dolls continued to shoot.

Leaping back, Lucy clicks her tongue as she looks up.

"Those pesky dolls are a pain, time to shoot them down!" Lucy yelled, swiping a key from her pouch. She then swung it down.

 _ **"** ** _O_ pen, Gate of the Archer: Sagittarius!"**_

A yellow circle flickers with the familiar doorbell sound. Sagittarius then appears within a puff of smoke.

"How do you do milady!" He greeted with a smile. Bickslow whistled.

"Oh? A Celestial Spirit huh? Wait, your spirits are into costumes like you too?" He then asked.

"No you dolt!" Lucy retorted. "Aim at those floating heaps of wood Sagittarius!"

"As you say milady!" He complied with her request, swinging his bow into place.

One by one he shot the dolls with pristine accuracy. The dolls moaned as they blew into puffs of smoke, making Bickslow ravel in agony for his 'babies'.

"Babies noooooo! You were just frozen at first, and now you've been blown up!" He placed his hands against his head.

"How's that wacko!" Lucy smirked.

"Nice shot horse guy!" Happy cheered.

"It's what I do best!" Sagittarius responded. "Now what will you do my fare foe?"

"Oh, what am I gonna do, my babies…ha, PHYCKE!" He stuck his tongue out.

"Wha-GAAAH!" The spirit roared in pain as a large green beam crashed into him.

"Sagittarius?!" Lucy cried out.

"Whelp, that's it for me milady…! I must recover back in the Spirit World, doodle-loo…!" He grunted, vanishing with a yellow light.

"In case you haven't notice this toy shop that I'm standing on, this isn't just a store, it's an armory!" He grinned as 5 toys floated up.

"Huh?! You're controlling the toys?" Lucy wheezed.

"No, that's Bickslow's Seith Magic! It allows him to manipulate and trap souls within inanimate objects!" Happy quickly explained.

"What, are you freaking kidding me?" Lucy responded.

"That's right! Break the dolls and toys as many times as you please, they'll keep coming back!"

"Then this time I'll—Hey!" She then tried to take another key out, only for it to get snatched by one of the dolls.

"Gehehehe!" It chuckled.

"Hey, my keys!" Lucy turned to it as it flew in the air. Happy then sprouted his wings.

"I got it!"

 _ ***Slam!***_

"I don't got it…!" He whimpered, landing on the floor after a doll drop kicked him in the face.

The dolls then swatted Lucy off her feet, making her fall onto her back. The dolls then started to go in circle, glowing a light green coloration.

"Ya can't retreat now cosplay girl! It's time to offer your souls to Laxus!" He then grinned, thrusting an arm out.

 _ **" _B_ aryon Formation!" **_He yelled out. The dolls then flashed, launching a massive beam of light. Lucy gasped as she watched the beam come closer, closing her eyes in fear, but then…

 **"Watch it!"**

Before the laser reached contact with Lucy, a figure swooped her off her feet. Running off from the explosion, Happy's eyes widen.

"That's…!"

As the dust rolled off, Bickslow gasps a little, eyeing the new figure. Carrying Lucy was a man wearing a black designer suit with a red tie. Wearing blue shades and having orange hair resembling a mane, it was…

"Hmm, I wonder why this is a thing?" He said. Lucy opens her eyes, only to gasp at her savior.

"It seems that I can freely access the gate, regardless of your will. This must be the product of our love, the bond that's shattered the barrier between man and spirit perhaps?" He then suggested with a smile.

"L…Love?" Lucy blushed. "Wh-what nonsense are you speaking of?" She quirked as the man supported her standing.

"You…you're…Loki!" Bickslow pointed a finger at him in surprise.

The spirit cracked his knuckles, gazing his eyes towards the person above him.

"Hmm, it seems like the time to fulfill my promise has come at last." Loki stated.

"Loki!" Happy cheered. Bickslow then looked down at the three.

"So you _were_ a spirit Loki! Well I'll be damned!" He smirked. "But what the hell man, I kept your secret this whole time, and you repay me like this? That's cold yo!"

"He knew?" Lucy asked.

"Bickslow's magic allows him to see souls as well." Happy answered.

Bickslow then smiled. "So, you're also joining the Battle of Fairy Tail huh?"

Wiping the dust off his suit, Loki shakes his head. "I could give less than a damn of what's going on. Be it you or Happy or the guild, my only concern is protecting my owner, Lucy! I won't allow any harm to come upon her!"

"Ha, not allow me? Man, you've never beaten me before, so what can ya do now?" Bickslow shrugged. "And I was also holding back all those times too!" He added.

"So, how about another round of roughing huh, for old times' sake? Come on my babies!" He then ordered. The dolls then started to fly off in different directions, making Loki take step back.

"Lucy, stand back." He calmly said. Lucy then clicked her tongue, whipping her whip on the ground.

"The hell are you saying, you aren't my shield! I'll fight alongside you as an equal Loki!" She retorted with a smile. Those words made him smile as well.

Happy looks at them for a bit, but then gives a troll face smile.

"You luuuuuv him don't ya?" He rolled his tongue.

"No, I don't!" Lucy denied with a red face.

"Now then, it's time to start this—"

 **"LOOOOOOOKIIIIIIIII!"** A raging voice yelled out.

"Huh?" Everyone looked towards the sound of the voice, only to see a large figure do a flying kick at Loki's face.

 **"Tauris Flying Kick!"** Rath yelled out as he launched the lion spirit onto the floor.

"W-Wha…Ben?" Lucy and Happy deadpanned.

"The hell's this?" Bickslow and the dolls retorted.

The Appoplexian growled as he landed on the rooftop. Loki grunted as he sat up, only to sweat and panic a little when he saw Rath's face right in front of him.

"H-huh? Oh, B-Ben is that you? How nice to see you again…!" Loki did a worried smile as he started to back up.

"LEMME TELL YA SOMETHIN' LOKI, CELESTIAL SPIRIT WHOSE KEY BELONGS TO LUCY HEARTFILIA, RATH DOES NOT APPRECIATE YOU GIVING RATH THAT UNIFORM FROM BACK THEN!" He yelled at his face.

"A-Ah that uniform? From your mission at Saints Blues Academy? T-That was a joke you see?" Loki made a fearful smile as he started to sweat.

"Hmm, Rath doesn't know who you are. Who are you, tell Rath!" He then pointed at Bickslow. The lion spirit quickly backed away, sighing with relief as he went back to Lucy and Happy.

"So, you're that new Take-Over kid right? Ben Tennyson?" Bickslow stated.

Rath growled again, pointing a finger at the soul mage.

"LEMME TELL YA SOMETHIN' BICKSLOW, SEITH MAGIC USER OF THE THUNDER GOD TRIBE! RATH IS GOING TO KICK YOUR BUTT FIRST, AND THEN LOKI'S AFTER, SO PREPARE YOURSELF!" He decided on his order.

"I don't like where this is going…" Loki chuckled. "But anyways, let's go already!"

Bickslow then chuckled. "Very well then. FLY MY BABIES!"

"Fly, fly!" They yelled, swarming at the crowd.

"Incoming!" Loki yelled. Chanting a phrase, his fists glow with a golden light. He then dashes forward. "Ben!"

"Rath's got it!" The tiger alien yelled as he ran with him. Together they smashed the wave of dolls in quick succession.

"You fools! Those are souls, meaning you can't see or hurt them! All you've done is given me more babies!" Bickslow then laughed as another wave of dolls rushed in.

"Grr!" Loki grunted as he did a spin kick, blocking their attack. "It doesn't matter how many foes you send at me, I'll defend Lucy with all my heart and soul!" He then yelled vigorously.

"Happy!" Lucy called out. Happy acknowledged her with an 'Aye!', carrying her off towards Bickslow. Flicking her whip, the soul mage jumps off the flag pole and onto the roof of the toy shop.

"Woah there miss cheerleader!" He yelped.

"I'm not a cheerleader for the love of Celestial Spirits!" Lucy retorted.

"Ben, help Lucy! I got these hollers contained! With you and the others, Bickslow's got nothing!" Loki ordered. Rath growled, but then started to jump over.

"RATH DOESN'T LIKE BEING ORDERED!" He complained.

"Hey man, take that insult ba—"

 _ ***Crack!***_

"Ow." Bickslow bit his tongue as Lucy whipped his head. Rath landed on the roof next to the two as he cracked his neck. "Well, I think it's time for the big guns now…"

Taking off his sallet like hood, he grins as his full face is exposed, his head having dark blue hair. His forehead had a tattoo of a stylized man, and his dark red eyes then contracted, glowing a bright green.

"Cover your eyes!" Happy busted a yell. Loki and the dolls gather to their groups, with Rath's covering their eyes.

"THIS EYE MAGIC IS SERIOUSLY ANNOYING RATH!" The Appoplexian growled.

"Each member of the Thunder God Tribe has a unique Eye Magic. Evergreen turns you to stone, but Bickslow's allows him to control your soul if you look into them!" Happy added.

"What?! You serious?" Loki frowned.

"Oh come on everyone! My possession and eye combination's amazing I know, but won't you give a look at least?!" He then smiled as the dolls began to strike them with a flurry of tackles.

"Oow! Lucy, make me return to the Spirit World and hide in Horologium!" Loki muttered with pain in his voice.

"I can't, the dolls took my keys away!" Lucy shot back.

Rath continued to get hit since he was the larger opponent, making him angrier every time he was inflicted pain. He growled, trying to swing his arms around and trying to land a blind hit.

"Why you little, hold still so Rath can hi—"

 _ ***Slam!***_ A doll then whacked the back of Rath's head, making his rage break as he unleashed a roar.

"LEMME TELL YA SOMETHIN' YOU DOLLS POSSESSED BY SOULS CONTROLLED BY BICKSLOW'S SEITH MAGIC, RATH HAS HAD ENOUGH!" He roared with his eyes twitching.

"LOKI! RATH HAS AN IDEA!" He then yelled, making the others gasp.

"Well what is it?!" Loki replied.

"FOLLOW RATH'S LEAD! RATH WILL GIVE THE SIGNAL FOR YOU THREE!"

"Oh, and what do you have in mind huh!" Bickslow smiled as Rath got slapped across the face.

Growling, Rath presses the Omnitrix dial, blinding Bickslow for a moment.

"AH! What the hell!" He grunted.

 **"Now!"** A voice yelled. Loki opened his eyes, and then took a stance.

Bending his right arm, with the clenched fist pointed towards the sky, and grabbing its bicep with his left hand, a golden magic circle appears underneath him.

"I see what you're doing Ben! Head's up!" He grinned as the circle began to shine. Bickslow opens his eyes, only to get his eyes burned again.

 _ **"** ** _L_ ion Brilliance!" **_Loki yelled, sending a bright light out. Bickslow held his eyes in pain as smoke literally started to come off from his face.

"AH! MY EEEEEEYESS!" He screamed. Loki then ended the spell, making the other three witness Ben's new form. It was Spidermonkey, only now he wore a black and grey uniform, and with the Fairy Tail emblem displaying on his top shoulder.

"Lucy, tangle him up kaah!" He called out while aiming his tail. Lucy nodded, using her whip to bind Bickslow's arms together. Spidermonkey then shot out a round of webs, splattering the projectile on the blind mage's legs, constricting him completely as Lucy tugged the whip.

"Loki, the last trick of the monkey's web on you!" He punned, or tried to. The three groaned, only for Loki to clench his fist as a mass of magic started to gather.

"Alright, time to finish this Bickslow!"

"No, I won't let you guys beat me…!" Bickslow spat back as he tried to struggle.

Walking up, Loki opens his palm as it starts to shine. He tilts his glasses back as he faces the struggling mage.

"I'm not the same individual like I was in the past. Lucy and Ben allowed me to unlock my full power as a Celestial Spirit, and it's all thanks to them. I'm not like your dolls Bickslow!" He then yelled.

Thrusting an arm out, he a large golden circle flickers.

 _"Love makes a Spirit stronger!"_ He then called out, making Bickslow gasp as he opens his eyes, only to see the circle right in front of him.

 _ **"** ** _R_ egulus Impact!" **_He then shouted, launching a head of a lion made of light at him. Bickslow screamed as he got blasted away. The devastating attack released a large shockwave as a result, damaging a part of the town.

"We just fixed that Loki!" Spidermonkey retorted.

"But BAM, KABOW though!" Happy cheered.

"That finally wraps this up…" Lucy then sighed as she slid down to her bottom. Loki chuckles as he grabs Lucy's keys from the ground. He then walked over and crouched, giving her the pouch.

"The love between us is endless. I'll always be there for you, whenever and wherever." Loki then smiled. Lucy smiled and nodded as Loki then flashed away.

"So…" Happy poked at her.

"When's the wedding?" Spidermonkey then called out.

"NOT HAPPENING!" Lucy retorted with full energy. The two chuckle, but Spidermonkey then turned away.

"Well, I think I'm needed elsewhere ahh." He croaked. "Freed's still out there, and you using Loki's and Sagittarius' keys must've drained you. Happy, take care of Lucy for me."

"Aye Sir!" Happy saluted…

* * *

 **…**

" _*Sigh*_ Come on, what's this next part about…" Levy groaned as she turned a page.

While the Letter Mage was busying trying to crack the code to Freed's glyphs, Natsu and Gajeel watched as the display began to bring in another bundle of text regarding the recent battle.

"Woah, Lucy and Ben kicked Bickslow's butt!" The fire mage grinned.

"Wait, that little blonde princess can actually fight?!" Gajeel couldn't believe what the glyphs displayed.

"Oh yeah she can! And Ben's no slouch either so don't count him out for a second." Natsu replied.

"The kid I can understand, but that blonde's just a _CHEERLEADER_ though!" Gajeel turned to him with an unsure look.

"Sure, cheerleaders can be tough!"

"Like when?!"

"Oh come on, you never heard the story of the Turtle and the Cheerleader?!" Natsu then pushed his forehead into Gajeel while holding up a turtle puppet glove. Gajeel grunted as he took out a bunny one in response.

"It's not the Turtle and the Cheerleader it's the _Tortoise and the Hare_ ya moron! And the dumb bunny lost, don't you remember…?" He sweat dropped as he moved the bunny's arms.

"Urgh… I still don't get…wait a minute, THAT'S IT!" Levy then shot up.

"W-What's what?!" The Dragon Slayer duo flinched.

"It's like the Tortoise and the Hare! Read and translate these characters at two different speed rates, do this and translate that into this, turn this into _this,_ and…I got it!" She then grinned while holding a large stack of papers up.

"BOOYAH!" They cheered. Levy then ran up to the entranceway.

"I just need to rewrite this enchantment, and once I'm done with that you two can finally join in the Battle of Fairy Tail and confront Laxus!" She then glanced back to the others. Natsu and Gajeel then grin at her, clearly as someone would say.

"I'M ALL FIRED UP!" They yelled…

* * *

 **…**

"This is starting to become tedious, like a bug that just won't stop itching you in that sour spot…" Spidermonkey croaked as he ran along. He occasionally darted his eyes around to see if there were any traces of Freed.

Running to area outside of town, Spidermonkey stops and reverts back to Ben. The human then looks around, his expression displaying a worried look as he stared up at the lacrimas.

"These darn things are a pain in a neck." He groaned. He then narrowed his eyes, cocking an eyebrow. "Wait, why's there a gap in between the area near the river bridges? Don't tell me somehow triggered another one of those things…"

Running to the nearby area which was near that gap, he hears a loud explosion. Darting his eyes to one of the bridges, it crumbled down with a large smokescreen created from the wreckage. Ben groaned as he began to run over there. Reaching the riverside, he sees 5 figures, two of whom were down.

"That's…! Juvia, Cana!" He yelled. The other three turn their gazes to him, revealing themselves to be Freed, Elfman, and Mira.

"Ben stay back!" Elfman ordered with the waving of his arm. "This is my battle!"

"No Elfman, you're not at full strength to—"

"And so another enemy of Laxus appears…" Freed muttered as he drew his sword. "And like I said before, those who lost are already DISQUALIFIED!" He then swung his blade. A tuff of wind blew his hair up, revealing his right eye to be changing to black with an ominous purple pupil.

 _ **"** ** _D_ ark Écriture: Pain!" **_ He then swiped a text of glyphs across Elfman's chest, making the white haired man stop.

"The hell is this?!" He yelled, looking at himself.

"This writing will inflict the most devastating events of pain across one's body. Take it as your punishment!" Freed then closed his eye as the glyphs started to glow, encasing Elfman in a purple aura that caused him to scream in pain.

"Elfman no! Freed stop please, he's not as strong as he says!" Mira cried out.

"Elfman! Man, what's with everyone getting hurt whenever I come to intervene…" Ben said with a low tone. He then ran up to them, readying the Omnitrix.

"Come on again, here we go Big Chill!" He yelled, selecting said alien's hologram as he pushed the core down. Freed and Mira glance over before shielding their eyes. A moment later, the light dies off, only to reveal a confused Ben, who was looking at himself.

"Huh, who's this?" He said, looking at his arms.

Ben was replaced with a humanoid creature which resembled a demon from the Galuna islands, only which his face was more human like compared to those from there. He had two black curvy horns that came out from the sides of his head, resembling that of a ram. His elbows gained a bit of an edge like XLR8, with dark wings grown from his back. He had green eyes, and his lower canines stuck out slightly from his mouth. His skin was dark green in color, with black hair on his head. Wearing a black uniform with grey and white lines, the Omnitrix dial appeared on a green chest panel, with the Fairy Tail emblem appearing on his left shoulder.

"I sorta look like demon…oh, that must've been when I went to Galuna Island." He mumbled to himself. Freed and Mira were slightly surprised at the demonic alien's appearance, but he quickly shook off that feeling as he swiped at Elfman again.

 _ **"** ** _P_ ain!" **_He swiped again. Elfman yelled in pain as he squirmed around on the floor.

"Ben, please stop him!" Mira begged. Ben nodded at the now crying girl, glaring at Freed.

"I don't appreciate you making girls cry you jerk!" He said, flapping his wings towards the green head. Freed took a step back while writing another glyph.

 _ **"** ** _D_ ark Écriture: Volley!" **_He wrote. As the glyph flashed, a spawn of dark energy balls rushed towards Ben. He quickly flew to the side to avoid them, and then winced at a feeling in his stomach.

"This feeling…it's like when I turned to Aerofel. This form probably can use magic then…alright, let's see whatcha got!" He then grinned as he stuck his palms out.

A dark green magic circle flickered in front of him, wrapping the flying being in an aura of green. Ben quickly gained speed and charged at Freed, making the mage gasp as he ducked down. He clicked his tongue as he began writing another spell.

"Since you're so desperate to protect your 'friend', then it's time for…"

 _ **"** ** _D_ ark Écriture…" **_His eye and sword glowed. He then aimed it at the suffering Elfman, who laid on the ground.

 **"…Death."**

The moment he said that word, Ben felt a bad feeling coming into play. He quickly flew behind Mira, whose eyes contracted so much that it gave her a look of lividness as tears came down.

"…Death." Mira muttered. Memories blew up in her mind, making her frustration grow in size by the second. Freed's eyes widened at the sudden burst of magic that came out from Mira.

"W-What's this?!" He stepped back.

Ben hid behind a boulder, poking his head out. "You pressed the Death button Freed. Definitely not gonna be responsible for this…" He shook his head as he ducked down.

"Death…death… **AAAAAAAAHHH!** " Mira screamed. The area around her started to crack and crumble from the immense amount of energy that she let out. A humungous black magic circle then appeared above her.

"So this is why Erza said that she used to be called…" Ben poked his head out to watch.

Mira's body was engulfed in a black glow. Her hair stood up in a menacing way as a large crack appeared on the right side of her face. Her blue eyes turned dull and darker, along with her eyelashes. Her ears became longer, resembling that of an elf's, and her arms changed as well, becoming covered in scales and each sprouting a fin-like protrusion on its outer side. She also grew a large, stocky tail seemingly made of metal plates or scales, getting smaller and smaller near its end. Her clothing changed to that of a one piece suit, and she gained gauntlets on her transformed arms. The same zig-zag like cracks also appeared on her upper thighs as she screamed in rage.

"This is…" Ben and Freed muttered.

Mira then glared at Freed, gritting her teeth as her full appearance was shown.

 **"Satan Soul…"**

* * *

Well now, wasn't that quite thrilling?

This second part is now complete. Quite a few new transformations being revealed huh? I got the name Neurolizard because the telekinesis part comes from the brain right? And lizard because Uxorites are reptilian, because I was gonna name him Nuero _mander_ , but then I looked up that salamanders aren't reptiles, so rip.

Anyhow, I'm still deciding for the winner for the Miss Fairy Tail Contest. Again, please comment who you want to win and the reason why. Once this Arc is over, I'll tally the votes and decide on the winner, or maybe I might do something else instead~.

I do plan on having Ben being present on when Erza and Natsu confront Laxus. I hope to involve a certain masked mage, and that'll be a bit of an influence on the next major Arc.

Anyhow, that's all I wanted to say. Please rate/review this story if you want. I'm always looking for ideas and potential improvements since I'm not the most perfect writer to be exact.

So, with all that done, I'll see you all in the next part. Toodles~! This story has broken 50,000 views! Thanks so much!


	26. Thunderous Riot (Battle of FT Pt 3 )

So, Fairy Tail's officially ended…huh. I knew this coming, but still, woah…

Anyhow, welcome back to the Null Fairy, another part for everyone!

About Ben's effect on the world, I'm planning on making a part on that in the later chapters, so stay tune for that alright?

 **Ultimatrix bearer:** I forget how some of some of Ben's forms have a stupid incompatibility with electricity. Not to worry though, we're _not_ going to be using a huge dinosaur alien to battle a certain blonde mage.

 **Mega float guest:** I always liked the Evolutionary Functions, and I guess for the reason, Ben would want to have something to combat foes that would be more threatening than most enemies, kind of like a last resort sort of thing? And the omake path might sound like a good thing. I'm going to make an actual winner, but I might make separate parts for the other potential winners.

Anyhow, that's all I wanted to respond to. Now, let's get to this part of the Null Fairy!

And of course, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support their official releases, and happy reading to you all!

* * *

 **Chapter 26:** _Thunderous Riot (Battle of Fairy Tail Part 3)_

"…This isn't good… I really do say that a lot don't I?" Ben stated, covering his mouth.

Still behind the boulder, the demon figure peeked his head over. Mira was finishing her Take-Over to Satan Soul, with Ben and Freed learning why she used to be called 'The Demon'. As the dark light vanished, Mira let out a hellish scream that made Freed back up a few steps.

"Aw crapbaskets…" He muttered. He flinched as Mira leaped up and attempted to swipe at him, destroying the bridge part he was standing on.

"And here goes another battle. Hmm, perhaps I'll watch this one." Ben decided. Freed drew an enchantment in a hurry, leaping into the air.

 _ **"** ** _D_ ark Écriture: Wings!" **_He yelled. A pair of dark wings then phased onto his back, carrying him into the air.

Flying away, Mira growls while sprouting a pair of wings from her back. They resembled large bat wings with a horn on the edge. They flapped loudly as she started to chase him. Ben began to fly as well, pursing the two but maintaining a safe distance. He didn't want to get caught up in Mira's sudden frenzy.

Mira attempted a few more punches, with Freed barely dodging them by the hair line. After she finished her second attack, she quickly sped up behind him, making him gasp as he turned around. Punching him down to the bridge, a loud sound of impact was heard as masses of smoke rose from the collision. Freed quickly recovered and began to fly off once more over the river, prompting Mira to following him again with zig-zag-ish like movements.

He then went wide eyed as he felt darkness magic conjure up behind him. He turned around, only to see Mira hold out a palm, in which a black circle flickered.

 _ **"** ** _D_ ARKNESS STREAM!" **_She yelled, unleashing a flurry of shadow hands. They flew towards Freed in an attempt to constrict him, but he once again managed to avoid getting hit by using his rapier to deflect the hands.

A bundle of hands them gathered, making him take a defensive position. Mira took advantage of this, kicking his sword from his hands after he blocked the initial blow. He floats down, and quickly turns and tries to dash away towards a mountainous area. Mira continued to give him the cold glare as she followed him.

"Please don't kill him Mira…I know you're absolutely livid at this point, but still…" Ben rubbed his head as he continued to follow them.

Freed was starting to panic a little, but he took a moment to catch his breathe. Glancing back at her, he kissed his teeth as he swipes his fingers across his chest, writing another glyph.

"This is a forbidden spell, but I must do it… A demon for a demon!" He yelled, finishing his writing. He then soared up a few dozen meters.

 _ **" _D_ ark Écriture: Darkness!" **_He casted, shadowing himself in an aura of black energy.

"Oh, this is getting good!" Ben grinned as he sat midair, watching the entertaining lightshow as Freed's body started to change into a more demonic appearance.

His body grew a bit larger with his skin turning dark, and out of his head grew horns. His right side of his face around his eye was covered in scales. Freed's hair was slicked back, and he wore a red and white waist cover which was held by a brown belt.

As Mira came rushing in, Freed let out his own growl as he intercepted her fist with his own, creating a shockwave that broke the ground around them. Ben whistled as he sat on top of a nearby pillar, watching the two continue to exchange blows of darkness for a while longer. Mira then executed a high kick, dealing a blow under Freed's chin. Shaking his head, Freed retreats further back, but Mira unleashes another blast of dark magic, blasting a hole into a cave.

She then placed her palms against his chest, chanting another spell and activating a bright blue circle.

 _ **"** ** _E_ VIL SPARK!" **_She yelled, channeling electricity into Freed. The transformed mage groaned in pain as Mira dragged him across the vicinity of the cave, only letting him go as she kicked him down to the cave floor.

He trembles for a bit, but then looks back at the Take-Over mage, who gave him a smug but cold glare.

"I had heard of her power and how uncanny it was, but I never expected something like this…" Freed admitted. Mira responded with a huff. "But even so, I can't afford to lose! Not here!"

"Whelp, here comes a big one. Excuse me…just getting out of the way." Ben then flew out of the cave as Freed charged a spell.

 _ **"Darkness Breath!"**_ He roared, blasting a tornado like projectile that busted out from the cave. Mira grunted in annoyance as she covered herself, leaving her guard down long enough for Freed to use another attack.

 _ **"** ** _D_ arkness Flare Bomb!" **_

An orb of dark energy gathered in his hands. He then slammed it down on Mira, blasting her away into the river with a massive tidal wave in its place. Freed looked down, wondering if it did her in.

"Is she finished…?" He wondered. Ben floated next to him.

"I think you just made her angrier Freed." He then said, making him flinch, but not before turning his attention back to the river. A whirlpool suddenly came by, surprising him.

"What?!"

Using her magic as a medium, Mira spins around down in the river, swirling a mass of water around with her arms. Freed couldn't believe her level of strength.

"What, she's controlling the water… What the heck is she?!" He said with a dumbfounded expression. Mira then answered him with a spell.

 _ **"Evil Explosion!"**_ She yelled, not sounding as loud as before. The attack slammed into Freed, pushing him up a little with a loud thud. Mira then flew up and slammed her forehead into his, pushing him back again.

Mira focuses her magical power into the space between her hands, the energy taking the form of a spherical vortex. A large black circle flickers with dark electricity sparking as she unleashes a beam.

 _ **"** ** _S_ oul Extinctor!"**_

Ben and Freed quickly panic. Freed could only put his arms up in a measly attempt to guard, but Ben quickly tapped the dial, replacing him with Jetray. The Aerophibian quickly dropped down to avoid the massive beam, which easily swallowed up Freed and created a massive light effect over the entire town. The mages of Fairy Tail recognized that attack, reminding themselves of the Mira from the past. Elfman especially couldn't believe his eyes as the attack ended, leaving an injured Freed on his knees and on the ground.

Jetray gasped as Mira dropped to the ground with a murderous look on her eyes. She was dead set on killing Freed, making him flinch. Freed looked at her with an expression of fear as she pushed him down. Jetray quickly pressed the dial, flashing into XLR8.

"MIRA STOP!" He yelled, reaching her and holding onto her arm, which was now mere millimeters away from Freed's face. Mira growled as he held her arm, but then turned her face to him.

"Mira…killing is not the answer. You know how painful it is to lose someone close to you, so please, don't make others feel that same pain. Alright? You still have family and friends waiting for you." He said with a gentle tone.

Mira stared at him for a while, before lowering her fist and panting heavily. She then leaned back and sat down on Freed's legs. XLR8 smiled as Mira stared up into the sky, releasing her Take-Over. Her body glowed yellow orange for a bit, before reverting back to her normal attire.

Freed stared at the two with contracted eyes, before heaving a heavy sigh.

"Why…? Why didn't you let her finish me off?" He asked XLR8. The Kineceleran then turned to him.

"Because, you know as much as I do that this battle is anything but meaningful." He answered. He tapped the dial and reverted back to Ben. Elfman carried Juvia as he and Cana walk towards them.

"Spare me your look of pity boy. Just finish me off and get it over with…" Freed closed his eyes.

Mira got off him, sitting next to him. "No, I won't. We're allies Freed, members of the same guild. We're friends that work together, smile together, and most of all, _grow_ together."

"No! Only Laxus is my true ally!" Freed shouted with a confused tone.

"Then it just means that he's like a best friend to you. You may have those types of friends that you share the deepest of secrets with, but that doesn't mean you can't have other friends as well. Everyone has a person like that." Ben cited into the chat.

"Yes, and like Ben said, you don't have to close your heart to the rest of us. Everyone in the guild, you and me, Cana and Elfman. We're all a part of something bigger, a family." She then said, making Freed's eyes widen as she grasped his hand in her palms.

"There's always someone who will care for you, you just need to reach out and forge those connections. Once you do, you'll never forget them…" The two then started to form tears in their eyes. Freed gritted his teeth as he used his free hand to cover his face.

"…I never…wanted it…to come to this…" He said with a muffled and sniffling voice.

"I know…so how about next year, we'll celebrate the Harvest Festival together?" She then smiled at him. Cana and Elfman also smiled at the sight. Ben smirked, but then glanced back towards Magnolia.

Some glyphs then appeared next to them. Cana reads them out.

" **Freed versus Mirajane. Result: Tie, both wizards forfeit."**

"Umu. I think it's time I've moved." The boy said to the group.

"Going to look for Laxus?" She asked. He nodded in response. "Hurry, there isn't much time until the Thunder Palace activates."

"Got it." He replied, readying the Omnitrix. "I'll see you guys later then." Pressing the core down, his body flashed, making everyone shield their eyes for a moment. After everyone opened their eyes again, Cannonbolt replaced Ben. He then quickly rolled up to his spherical form and began his travel back to town.

Freed looked at him, and then back at Mira.

"Who is that child?" He asked. Mira glanced over to Cannonbolt, smiling.

"That is Ben Tennyson Freed, our newest member." She answered…

* * *

 **…**

Levy sat with a worried expression on her face. Looking outside the entrance way, she could still she some of the lightning lacrima from the Thunder Palace.

"That spell…its powerful enough to annihilate the entire town right, and Laxus…the guy's gonna activate it soon. Can we stop him…no, of course we can! We got Natsu and Erza chasing around the place, and we also got Ben and Gajeel too!" Her mood improved as soon as she thought of those 4.

"Oh, can't forget about Mystogan as well… Even though I haven't seen the guy myself to be honest." She then chuckled weakly. Her eyes then darted over as the sounds of footsteps came closer and closer to the doorway.

"Hmm, who could that be at a time like this?" She wondered, looking over now. The figure's shadow approached, and then the person. It was a familiar pink head with a red cloak.

"Porlyusica-san?" She blinked. The red eyed individual glanced over to her.

"Where can I find the old fool?" She asked bluntly.

"Um…why are you—"

"I asked you where he is." She cut off. Levy gulped, but then quickly pointed her finger in another direction. "In the infirmary ma'am!"

Following Porlyusica to Makarov, the elderly woman narrows her eyes as she looks down at the resting man. She stays silent for a bit, but then calls out to Levy without looking at her.

"…I want you to contact Laxus for me. Bring him here." She ordered.

"Why, what's wrong?" Levy asked, becoming a bit worried again.

"It's because what that brat is doing is unforgivable, especially with this old fool on his deathbed." She bluntly replied again, making Levy's eyes dilate with shock.

"Whaat?! Is he really in that bad of a condition?" She stepped back. Porlyusica then turned to her.

"…Please, just do as I say…he doesn't have much time left…" She asked, with bits of tears in her eyes, which really made Levy shaken with shock. She then ran outside, following her command…

* * *

 **…**

Laxus sat on the stairs in the cathedral, going through some pleasant and unpleasant memories. He grits teeth as he shakes his head, trying to wipe the memories away. Standing up, he walks forward.

"…I told you this day would come old man, don't say I didn't warn you." He quirked, looking at some glyphs for the Thunder Palace.

"Only six minutes until it activates…" He glanced at the display. "Guess he's not going to do stud until the last second."

As he says that, a wave of ominous feel crawls in through the door as a figure approaches. Carrying five rods, and having their face and body practically covered up, it was none other than…

"Mystogan? Huh, didn't think you'd show up." Laxus grinned, glancing over at the individual who just walked in. Turning around, he continues to grin.

"I didn't think something like this would be in your interest." He admitted.

"...If you cancel the Thunder Palace lacrimas now, you still might be able to convince the townsfolk that it was a part of the festival." Mystogan stated, ignoring Laxus' taunt.

"Heh, is that all you're here for? You didn't come back just for this, gimme a break." Laxus shook an arm with slight disappointment in his voice. "I know you, you're just like me, and you want to see who's the strongest in Fairy Tail! It's either you or me you know."

"Don't be so certain of that. You cannot count out Erza, or that recently recruited member." Mystogan shot back.

"Please, sure the girl's got spark, and that brat's got some tricks up his sleeve, but they're still one thing only; weak." Laxus countered him.

"Hmph, you really think those two are weak? You really are blinder than you seem. That, or you're just ignorant, and more than I thought." He continued.

"Nothing against Erza, but the brat's annoying. Still, I think we can both agree that out of us four, we're still the stronger ones. The question is, who."

"Simple terms like that truly deem you as a blind individual Laxus."

"Bah, enough talk, let's end this discussion once and for all! Now come on 'Mystogan'…or shall I say, another—" Laxus tried to say, but then…

Mystogan swings the rod in his hand, arcing with a stance that shoots out a beam from the tip. Laxus grins again as he sends out a thunderbolt to meet with the attack, causing a large explosion that shattered all the glass in the cathedral, reaching even outside it.

As the smoke clears up, Laxus cocks an eyebrow in amusement. Mystogan stays in his stance as he looks at him.

"…Tell me Laxus, where did you learn that?" He demanded. The thunder mage snickers at the question.

"Oh, did I touch a sensitive spot? I never would've guess that you would react like that. Hm, alright, how about a little deal? If you can beat me, I promise to tell you everything I know?" He then proposed. Mystogan narrows his eyes at the challenge.

Standing straight, he looks at him dead in the eye. "Laxus, you're going to regret those words. I'll show you magic that will make you tremble!" He then said, stabbing his cane into the ground.

"Oh, I'm so scared! Show me what ya got then freak?!" Laxus growled in response.

Placing the rest of his staffs in the same line pattern in quick succession, the masked mage utters a verse.

 _ **"** **Skyscraper."**_ He muttered as a purple circle flashed.

Several beams of purple light shot out as Laxus looked down. The ground then started to shake and move around with organic like movements. It then blew up, sending him hundreds of meters into the air above Magnolia while consuming the church.

"What?! The entire damn church?!" Laxus cursed as a large pillar of light shot up, swallowing him.

Inside the confinement of the light, the area turns into a space like environment as claws rip a hole in reality. Gleaming eyes burrow their gaze into Laxus as belts constrict him. A humongous monster enters the area, making him scream.

"What kind of magic is this?!" He screamed, using electricity on himself. He was seemingly devastated by the spell, but moments later, he simply chuckles as the space cracks away, shattering it back to reality. Laxus lands on his feet as he glared at Mystogan.

"Hahahaha! Well isn't that funny?! Using some lame illusion magic, did you _SERIOUSLY_ think that would do crap to me?!" He cackled. Mystogan narrowed his eyes.

"Impressive, but you seem to be a bit slow on the uptake regardless." He complimented, but then scolded as a pillar of purple light surrounds Laxus.

"What?!" He gazed around him. Five magic circles colored yellow, blue, red, black, and purple in that order then appeared on top of Laxus.

 _ **"** ** _F_ ive Layered Magic Circle: Sacred Song!" **_Mystogan casted as he swung a rod forward. Laxus then grins at him.

"You think _I'm_ the slow one huh? Take a look at the ground!" He then retorted as a giant yellow circle appeared under said opponent's feet, making Mystogan gasp.

Both spells activate, with Laxus being blasted with a beam of concentrated magic energy, and Mystogan with a roaring thunderbolt. He grunts in pain as Laxus takes delight in this situation. After they end, Mystogan jumps into the air. Laxus waited with an anticipating grin as he performed some hand signs.

 _ **"** ** _G_ round Shattering Wave…" **_He muttered as a small circle flickered. Multiple purple waves of energy appeared from the ground and moved to try and envelop the target, in which case was Laxus. The blonde grinned as he turned into lightning and zoomed out from its grasp.

"He escaped." He remarked. Unable to react to Laxus' high speed, he was hit with another thunder blast, making him grunt as he teleports to the ground. Laxus lands with a thud as he grins again.

"Hah, this is it, this is more like it!" Laxus howled. Then, appearing from behind a pillar, a salamander like creature appeared from seemingly nowhere.

"About time you two ended that flashy stunt." ChamAlien retorted. Laxus and Mystogan turn their heads in surprise.

"Tennyson!" Laxus yelled, recognizing the Omnitrix dial on his chest.

"Now what kind of form is that…" Mystogan muttered, but then his eyes glazed over to…

 **"There you are!"** Natsu and Erza both say, surprising each other as they stood at the entrance.

"Erza?" Natsu glanced to her.

"Hey. Guess you made it out of there huh?" She glanced at him, but then towards ChamAlien. "And Ben, when did you get here?"

"Meh, when they started their little flash show that shattered all the glass. Got here right when they launched their spells, sheesh." He shrugged.

"Wait, who's that guy?" Natsu pointed at the masked man. "That's Mystogan..." Erza answered.

Said mage stared at Erza. Lowering his guard for a moment by trying to cover his face, Laxus grins at the opportunity.

"Wide open you numbskull!" He growled, shooting a thunder blast at his face. Exploding, the blast decimated his mask and bandana, making everyone gasp.

After the smoke cleared up, ChamAlien went wide eyed, but then narrowed them, recognizing the face and hair. Natsu and Erza both gasp with shock as they stare at the newly discovered head.

Turning around, Mystogan reveals his face, only for it to be…

"…Jellal?" Erza muttered with contracted eyes.

"What the…?" Natsu wheezed as Mystogan turned his face again, showing signs of discomfort as ChamAlien stares at him.

"How…? How did you survive the Tower of Heaven's collapse?" Erza uttered with tears starting to form in her eyes.

"Oh, so you recognize this chump huh?" Laxus remarked with an amused expression.

Natsu stares at him, blinking a few times. "Wait…so Mystogan is actually Jellal?" He said with disbelief.

 _'It's Jellal's face alright, but it doesn't 'feel' like him. …Wait a minute, don't tell me it's…'_ ChamAlien started to speculate.

"Jellal, you—"

"Erza, I'm sorry you had to see this." Mystogan interrupted. "I'm not your friend Jellal. I know _of_ him, but I am not him." He confessed with sad eyes, meeting her shacked expression. ChamAlien taps the dial, reverting back to Ben. Reaching into his pocket, he brings out a small device.

As Mystogan glances at Natsu, he turns back, closing his eyes.

"I'm sorry, but I must be going." He grunted, starting to vanish. Ben aims his device at him and shoots out a small disk. Latching itself onto Mystogan, the mage didn't feel it as he vanished away, making Natsu rage comically.

"Hey, what the hell wait up!" He reached out with a disheartened look. Staring at the space in front of him in confusion, he bonks his head. "Oh forget, I need to focus!"

"Come on Laxus, fight me! Erza, Ben, you cool with this?" He yelled at the two. Ben stares at Erza, who was still shaking from the encounter.

"Erza…" Ben muttered. Natsu glares at her, gritting his teeth.

"Come on, wake u—"

Right as he says that, Laxus shoots out a thunder blast, shocking Erza and making her scream in pain. Launching her away, Ben gasps, forgetting that Laxus was there for a moment as he focuses his attention on him.

Natsu growls, and then points a finger at Laxus.

"The hell are ya doing Laxus! Your fight's with me!" He shouted. Laxus then blinks, glancing over at him with a smug face.

"Oh, didn't even notice you there." He said with a troll face, making Natsu react with a comically shocked face. Ben sighed, face palming himself.

"Natsu don't—" Ben tried to call him out, but of course Natsu fell for the taunt, leaping towards Laxus with a fire fist.

Taking off his coat and headphones, Laxus grins at him.

"I'll burn your ass to a crisp!" Natsu shouted. Using minimal effort, Laxus dodges the punch, leaping a few meters back. Ben quickly steps back.

"Didn't anyone tell ya to think before you act your moron? Step aside!" Laxus spat out as he shot a blast of electricity. Natsu quickly leaps up and charges at him, spinning around.

 _ **"** **Fire Dragon's Talon!"**_ He yelled, slamming his foot against Laxus' forearm. With a shout, Laxus swings him off, making Natsu land a few meters back, skidding another few more. Erza grunts in pain as she looks over.

"C-careful…!" She grunted. Natsu grins at her. "No problem, I'm alright!"

"Stop jinxing yourself!" Ben retorted as Laxus dashes forward and kicks his chin up. "Oh for the love of Celestialsapiens…"

Grasping Natsu's arm, Laxus' fist sparks. "And where do you think you're going huh?" He yelled, slugging his face a couple of times, but the fire mage then grabs his arm in retaliation.

"Here!" He grinned as he attempted to punch Laxus' face with another fire fist. Swing his head, he dodges the punch, growling.

"Why you little…" He growled, clenching his hand. Surging electricity into it, he stuns Natsu and slugs him a bunch of more times. Natsu grunts in annoyance as he tries to punch him yet again. Dodging a few more of his blows, Laxus pulls his arm, dragging Natsu to the ground with a sparked fist.

"How about this?!" He grinned. Natsu attempts to knock his feet by performing a leg sweep from a flare. Jumping up and transferring the energy to his foot, Laxus stomps on Natsu's face with a thunder hammer, breaking the ground.

"Ouch, right in the kisser, literally." Ben winced a little.

Lifting him up, Laxus punches him away, making Natsu skid away towards one of the pillars. Attempting to charge again, Erza suddenly leaps and holds him down, surprising Ben and Laxus.

"Geh! Hey, what the hell Erza?" Natsu croaked. Laxus chuckled. "Heh. Not nice man."

Standing up, Erza takes a deep breathe while attempting to clear her thoughts. She then blinks, glaring at Laxus.

 _ **"** ** _R_ e-quip!" **_She yelled. Her body flashed, replacing her armor with the Black Wing set.

"Oh, Erza's turn now?" Ben folded his arms.

Erza launched forward, shouting as she swiped her blade at Laxus' side. Using electricity as a barrier, he takes the blow head on.

"Laxus, shut down the Thunder Palace!" She demanded as she tried to roundhouse kick him.

Catching her foot with his palm, Laxus laughs at her. "What if I say no? And what if I say that it's going to activate in only _two_ minutes?!" He then grinned.

"Why you!" Erza yelled as Laxus shocked her again.

"Huh, two minutes." Ben remarked from the sidelines. "Wonder if I could…"

"Be a shame if you died here. You wouldn't be able to see it!" He then growled as Erza leaped off him.

 _ **" _R_ e-quip!"**_ She called out again.

Glowing a sky blue color, Erza backflips and leaps back, revealing a new armor. A breastplate was decorated by golden trimmings, and had thin plates going up to surround Erza's neck; the similarly adorned pauldrons were composed of two plates one over the other, with the top ones each sporting a prominent protrusion. Similar designs were present on her gauntlets which covered her entire forearms.

The greaves, on the other hand, possessed matching protrusions on them, with a particularly large pair adorning the knee guards. The armor had no waist guard, with only a cloth hanging from the breastplate, one on the front, three on the back. Erza's hair was made into a long braid, with her head having a band with two ribbons. She swung a long spear as she stood up.

"Ha, Lightning Empress Armor huh? Too bad it won't protect you from my ATTACK!" Laxus shouted as he shot out a large thunderbolt. Jumping up to avoid the blast, Erza aims her spear at him, generating her own lightning magic.

"But since we _ARE_ using the same magic, it's a fair FIGHT!" She retorted. Laxus blocked the attack and zoomed into the air as a bolt. Landing on the ground, she stabs her spear into the ground, activating a red circle on its tip.

As Laxus grew closer, a circle of energy emitted from the tip, with the center creating blue lightning bolts. Laxus lands on the ground and shoots another devastating blast, but the barrier blocked the attack, canceling it out.

"Oh, so the armor can block even that huh?" He said with interest in his voice.

"When two mages using the same magic collide with one another, there are factors that determine the victor between the two." Erza shot back.

"The level of magic, technique, and experience am I right?" The blonde mage shrugged.

"Yes, but also one more. _Heart_." She then narrowed her eyes. "I'm sure Master Makarov taught you that."

"Sure, but he showed me that strength prevails over everything else!"

Natsu groans as he stands up, getting more annoyed by the second. Ben thought he was going to charge at the two, but he was surprised by his self-control.

"Come on Erza! Stop it already, didn't I already say that I would defeat Laxus?!" Natsu shouted, making her turn around.

 _'Hmm, what're going to do now Erza?'_ Ben mused. Smirking at him, Erza nods her head.

"Then I'll leave it to you then." She decided, running out of the entrance.

"Hey, where ya going?" The pink head then asked. "Wait, you're not going to try smashing all those lacrimas are ya?"

"Ha! I'd like to see you try. Even one of those lacrimas will give you a death like zap! And who knows how many are in the sky right now, no even before that, you don't even have the time to do so!"

"Then I'll do so by taking them all out simultaneously." She bluntly retorted.

"Oh, then you have a death wish then?" Laxus responded with a smug face. Erza turned around, only to glare at him.

"I'd rather not, but if I have no choice, then so it may be." She shot back, running off again. Ben stepped forward, readying the Omnitrix.

"Well, this is my queue. Time to make sure she doesn't try killing herself again." Ben responded as he slammed the core down. Laxus and Natsu cover their eyes for a moment as Ben was replaced with Echo Echo.

 **"Echo Echo!"** The sound alien yelled.

"Tennyson! What're you trying to do…!" Laxus growled.

"Oh nothing. Just think of myself as a backup." The white alien replied, creating a copy of himself.

"Natsu, my copy will catch up with Erza. I'm going to stay here with you." Echo 1 called out to the pink head.

"Right on! I gotcha back." Natsu responded with a thumbs up as Echo 1 tapped the Omnitrix dial. A moment later, Jetray took the place of the Sonorosian as he quickly flew off after the redhead.

"Hey, come back you two! You guys are breaking the rules!" Laxus yelled with anger in his voice. "No, I won't let you!"

Beginning to run after them, Natsu quickly turns towards him, blasting him with a Roar. Laxus skids back a few feet as he blocks it, growling at Natsu in annoyance.

"Come on Laxus, just you and me!" Natsu challenged him with a taunting gesture. Echo 1 walks up beside him, tugging at his pants.

"Mind if I joined now? I was literally just standing here and watching for this entire time. Even I want some action too ya know?" Echo 1 stated. Natsu looked down at the Sonorosian for a bit, but then grinned.

"Heh, alright, that's fine by me then!" He gave the small alien a thumbs up. Echo 1 smiled, and then turned to Laxus.

"What say we continue on from our little match from before huh?" The sound alien snickered, making Laxus growl with a surge of electricity going around him.

"You really want that death wish don't you?" He barked. Echo Echo tapped the Omnitrix dial, making the room flash for a moment as Natsu and Laxus cover their eyes.

A moment later, Echo Echo was replaced with Four Arms. The Tetramand looked at him with a taunting gesture.

"Fine, I'll roast you two first, and then I'll go after Erza!" He growled, leaping forward. "Besides, there's not even that much time, so what can she do?"

"She'll stop it!" Natsu barked back, attempted to swipe him. Laxus blocked the attack, retaliating with a hard punch to Natsu's face, sending him back a couple of meters.

"Ok Natsu, my turn." Four Arms pumped his arms.

"Urgh, fine."

Smiling, Four Arms began running up towards Laxus. The blonde mage sucked air through his teeth, before dashing forward. Turning into a bolt of lightning once more, he charged through like a spear. Four Arms stopped, and then grabbed the ground, ripping a huge chunk of stone out. He then spun around a few times, using the momentum to assist in his throwing of the heap of material at Laxus.

"Wha—" He gasped, before getting slammed in the face. Stopping his charge, he took a moment to stumble and rub his face. He growled, spitting a little.

"Damn you Tennyson!" He shouted. "That's it, you're all dead meat!"

"Yeah, then come on!" Four Arms responded with a gesture…

* * *

 **…**

"Erza!" Jetray yelled out to the redhead. She turned, slightly surprised by the sight of the Aerophibian.

"Ben? I thought you were with Natsu?"

He shook his head as he landed next to her. "I changed into Echo Echo and made a copy of myself, which is me." He gestured to himself. "So, what're we going to do about these lacrimas?"

"Like I said at first, take them all out at once." She looked up to the sky.

"You realize you'll die _this_ time for sure if you do that right?" Jetray retorted. Erza smiled back at him, making him sigh. "Whatever it takes?"

"Whatever it takes." Erza confirmed. Jetray looked up, wondering about the lacrimas.

"Say, that's lightning magic in those things right?" He then asked. Erza blinked, before nodding in confirmation.

"Hmm, I wonder if…is there anyone who has telepathy in the guild?" He suddenly asked.

"Yes. His name is Warren. Why so?" She questioned him.

"I have a plan, but I need everyone to hear it. Do you know where he might be?"

"No, but I might be able to send a signal out." She then spawned a sword. Launching it into the air, it flashed with a brilliant white light…

* * *

 **…**

"Urgh…hey, that light, isn't that…?" Macao grunted.

"It's one of Erza's swords! She must've been freed from Evergreen's magic! Does that mean everyone else is too?" Wakaba added.

"Must be, what's going on now though?"

Other members of Fairy Tail started to recognize the signal of light in the air. Gray came out from an alley, grunting while holding his hip.

"Geh…have to find Warren, gotta update everyone on the situation." He grunted again as he started to run. After looking around for a while, he spotted said person lying on the ground.

"Warren!" He yelled, shaking his body. He groaned for a bit, before sitting up.

"Uh…Gray? What's going on?" He muttered.

"Erza and the others are free! But look, up in the sky!" He pointed up.

Warren blinked. "What're those?"

"No clue. But we need to get into contact with everyone, and quick. Since those are probably Laxus' lacrimas, who knows what they'll do." Gray then said with a worried tone.

After helping Warren up, Gray looks at him while he places two fingers on his head. Closing his eyes, Warren started to breathe.

"…Alright. EVERYONE, IT'S WARREN!" He yelled.

 _"Wah? Warren, what the hell's going on now?!"_ Jet yelled.

 _"Up in the sky everyone!"_ Erza responded. _"Those lacrimas are going to be used to destroy the city. They're Laxus'!"_

 _"Erza's freed? Then that means—"_

 _"Yes, the rest of the girls are."_ Mira intervened. _"So is Bisca too, Alzack."_

 _"I'm so glad…b-but what about those lacrimas?"_

Jetray coughed, garnering the attention of everyone else.

 _"Guys, I have a plan! In a moment, I'll be in the middle of town. Once I get there, launch every bit of magic at me!"_

 _"What? What're you, crazy or something?"_ Wakaba yelled.

 _"Just trust me, I have everything planned out!"_

Everyone muttered some grumbles and mumbles, but then agreed to Jetray's plan. Warren then ended the telepathic communication, panting a bit.

"What's he gonna do?" He huffed.

"Whatever it is, it's probably going to be something big. Come on, let's get to the roof top and get a better aim." Gray responded as began to walk. Warren followed shortly as he looked back…

* * *

 **…**

"There." Jetray exhaled as he landed in the middle of town with Erza in tow.

"What're going to do with all that energy?" She asked.

"You'll see. Get to the rooftop of a building, I'm going to initiate the next phase of the plan." Jetray snickered, tapping the dial and morphing into Diamondhead.

Erza cocked an eyebrow, before acknowledging his command. Diamondhead slammed his palms into the ground, conjuring a massive platform of crystal underneath his feet. It rose to an absurd height, just as tall as the guild building. As he did so, everyone took notice of the construct, and began to conjure up spells.

"There, and now…" Diamondhead mumbled, pressing the dial. Flashing into Feedback, the Conductoid breathed in, before stretching his body parts out.

"Here comes the payload!" He yelled as everyone launched their spells. Erza did so as well after flashing back to her Heart Kreuz Armor. Launching a red beam, she, along with everyone else, aimed their magic at Feedback.

It took a bit for all the waves of magic to connect, but Feedback grinned as he started to absorb the massive amount of energy. After doing so for a bit longer, he chuckled as energy sparked from his body.

"Great, let's do this!" He grinned as he tapped the Omnitrix dial once more.

This time, Ben was replaced with a new alien. Resembling a small anthropomorphic earth dry cell, he was primarily black in color with green almond like eyes. He had a large white and gray lightning like line from where his neck starts, to where his legs start on his front and back. On the top of his head was a hole, in which a mass of electricity surged off from. On his back were a plus and minus symbol. The Omnitrix dial was displayed on his chest, with the Fairy Tail emblem on his left shoulder.

 **"Buzzshock!"** He yelled with an extremely high-pitched voice. His body then started to spark with green electricity. The energy that was absorbed from Feedback was now in his body, making him very hyper as he zipped around, laughing.

"Ben? What in the name is that form?" Erza rose an eyebrow, unable to see Buzzshock's full shape since he was engulfed in electricity as he flew around in the sky.

A moment later, Buzzshock floated in the air. Raising his arms up, he gathered the energy, releasing it in a flurry of bolts that were launched everywhere, and when I mean that, I mean _everywhere_. Erza squealed once she saw his small form, but quickly did a 180 as she dropped to the ground, barely managing to avoid getting zapped by a large thunderbolt.

The bolts scattered through the sky, with a majority of them colliding with the lacrimas and shattering them. The guild members watched with curious looks as they broke into sparkles of light. They were cheering for a moment, but then looked at Buzzshock.

"What's going to happ—" Mira tried to say, but then…

"OoooooooOOoooooohhh!" Buzzshock screamed with humor in his voice, making everyone flinch once a massive spark of yellow engulfed him.

"Ben!" Erza yelled, her eyes contracting at the mass of yellow in front of her. She was worried despite him saying that everything was everything was under control, but still. She then noticed that Buzzshock was in no pain whatsoever, but rather it was like he was on a sugar rush.

"Gahahahahhahahahhahahh!" He cackled. The members of Fairy Tail then deadpanned as Buzzshock absorbed all the energy. He flickered around for a bit, before doing something so bizarre…

With a laugh, he was split into two. The two then continued laughing as they split into four, then into eight, sixteen, thirty two, sixty four, one-hundred twenty eight, until…

"What the hell…" Wakaba dropped his cigar in disbelief. Everyone's jaw dropped as well once the phenomenon presented itself to them.

"IS THAT?!"

Up in the sky, there was literally a _storm_ of Buzzshocks, who were all flying around, making unintelligible noises and laughs as they floated in the air.

"That was not something I expected." Erza simply said with a blank expression.

The Buzzshocks then looked up, gathering all of their energy, and shot it up into the sky. The bolts of green electricity collided into each other, creating a huge flash that blinded everyone for a moment. After they shielded their eyes, they opened them up, only to see a large display of electricity saying:

 **"TAAAAAAAA-DAAAAAAAAA!"**

The Buzzshocks bowed until the display dissipated, vanishing away with green zips of light. After a little bit, only the main one remained. He flew down to Erza, giving her a thumbs up.

"And that wraps things up!" He laughed. Erza smiled at him.

"Well, be seeing you in a bit Erza!" He then waved at him, before dissipating away. Erza waved him off, before looking away towards Kardia Cathedral.

"…Good luck Ben, Natsu." She muttered.

An orange wearing, blue haired mage ran through the town, panting as she ran towards said cathedral. She had a terrified look on her face as she went on.

" _*Huff* *Huff*_ Please, let me make it in time…!" Levy mumbled…

* * *

So, another chapter is done, yay!

I had a lot of fun making that particular part with Buzzshock. He was always one of the more mischievous aliens, which made him all the more enjoyable to watch. Too bad he didn't get that much screen time.

What do you think I should name Ben's demon form? I'm also still tallying up for the Miss Fairy Tail Contest winner. Keep those suggestions coming!

Oh, forgot to mention this earlier. Thanks for over 275 reviews! And we're almost at 200 followers and favorites as well! The first chapter has nearly 13,000 views by itself!

So, with all that said and done, please look forward to the next part of the Battle of Fairy Tail Arc. Peace out everyone, toodles! Congrats for Fairy Tail's ending!


	27. Downfall (Battle of Fairy Tail Part 4)

Hey ho people! I'm back! I believe this last chapter has nearly as many reviews as the first one.

Anyhow, welcome back to The Null Fairy. A bit of suggesting I see from the reviews I see, so let's go over that first.

 **Sean Bruce:** I'm not going to introduce the Dragon Slayer form yet. Gotta keep the whole 'the guy's a demon' origin hidden ya know, though Ben's still pissed at Laxus. Regarding Mystogan, yes, he's going to have an effect for the Oracion Seis and Edolas Arc.

And yeah, the key's going to be implemented, don't worry about that. I haven't forgotten about it. Regarding the Ben10/RWBY idea, I was actually thinking of doing something else, so it's probably going to be a no go unfortunately.

 **Traveler-who** : Thanks for all those reviews lol. Didn't think someone would post that many of them actually.

And for the other Guest; yes. I'm going to be including the OVA's as separate parts. Possibly one-shots. Maybe the movie as well…

So, that's all I wanted to discuss with you all. Let's get to the reading already!

And as always, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support their official releases, and happy reading to you all!

* * *

 **Chapter 27:** _Downfall (Battle of Fairy Tail Part 4)_

"You little brats, go burn in hell!" Laxus barked while sending a wave of electricity. He then looks to his side, looking at the display of glyphs.

"Only 1 minute until… Wait, what the hell?!" He then gawked at the screen. "The Thunder Palace is destroyed? Impossible!"

Natsu scoffed at his remark, grinning. He and Four Arms then chuckle at the blonde mage.

"See, we'd never let something like that happen!" The fire mage barked with haughtiness in his boastful voice. "So, what was that about needing the guild to change huh? What was all that talk about?"

"I don't really see anything that needs changing. I mean, the state of the guild's in a remarkable condition if ya ask me." Four Arms shrugged, adding to Natsu's words.

"Yeah. Everyone's doing fine. If you're expecting to become the next Guild Master, how're going to do that if you don't get along with the others?" The pink head shot again.

That little skit made Laxus stand still, gritting his teeth in anger. He took a deep breathe, and then…

" _Grrr…!"_ He growled deeply. Natsu and Four Arms backed up.

 **"GRAAAAAAAAAAAAAAAHHHHHH!"**

Letting out a bloodhound like roar, Laxus pours out a ton of magic energy, making it rise to the surface as a thundering aura. He then glares at the two.

"You wanna know how I'll be taking the guild?! BY FORCE!"

The mass of energy echoes through the room with waves of force attempting to push the two back. Natsu grunts as he puts his arms up in an attempt to cover his face, while Four Arms merely stands in place, as his larger physique was more resistant.

"Grr…give it up Laxus! You ain't getting the guild, cause I'm the ones who gonna take you down!" The pink head attempted to yell out.

"…Is that so? You and Tennyson don't have any idea of who you're messing with don't you? I'm stronger than any one of you chumps could ever _dream_ of! Do you know what that means?!"

As he shouts that out, his mantle of lightning grew exponentially larger, creating an even more devastating appearance.

 **"I can take over the guild by force at any time that I desire, AND YOU CRAPPERS ARE NOT STRONG ENOUGH TO STOP ME!"**

"Then that just means—"

"That you're inviting someone to knock off that high horse you call a head off!" The two retaliated. Natsu then tried to charge at the muscular man with a flame fist.

 _ **"** ** _F_ ire Dragon's Iron Fist!" **_He yelled as he came closer. Landing a direct hit on Laxus face, the technique did squat, making Natsu gasp in discomfort as Laxus grunts in annoyance.

"Come on, you gotta do better than THAT!"He roared, blasting off Natsu in the ceiling with a pulse of electricity. Four Arms then tried to rush him as well.

"You may have been able to handle Natsu, but how about someone that's a better size?!" He barked, swinging his two right arms at Laxus.

Blocking them with an arm, Laxus turns to face him. "And _you_ Tennyson, you're going straight into the scrap heap! I don't need jokes like you in my guild!"

Shocking the Tetramand, Laxus lifts a foot and executes a push kick, flinging the red alien back towards the entrance of the church, with him crashing into the wall. Four Arms takes a moment to rub his head before getting up. He then looks up as Natsu launches back down, his body covered in flames.

 **"I have more power in my pinky finger that the two of you combined!"** He boasted once more.

As Natsu comes crashing down, Laxus intervenes by leaping into the air. Swinging fists at each other while yelling, Laxus swipes his head to dodge, using his arm to sucker punch Natsu.

"Gah…" He croaked. Laxus then charges his limbs, delivering a mid air assault on him with a flurry of punch and kicks, before sending him down with a backflip kick towards the ground with a loud thud.

"How about this?!" He then threw down a spear of electricity, making the two gasp.

"Natsu!" Four Arms yelled, tapping the Omnitrix dial while running. The brief flash of the Omnitrix was covered by the massive light as Natsu was covered by an unknown object.

A loud zap and explosion decimated the surrounding area except for the parts that surrounded Natsu. The pink head had covered his face in fear of the attack, but then he slowly opened his eyes, seeing that he was inside a confined space.

"—Wha, what's going on?" He blinked. The cover then unfolded itself, revealing the object to be an individual, rather than an anonymous object.

"Ow-ow-ow-ow… Why do I always get Bloxx when I cover for people…" The gorilla block alien grunted as he fell down. Surges of yellow electricity were visible around his body, a clear indication of temporary paralysis.

"Ben!" Natsu yelled in worry. "How, how's he so strong?!"

Laxus then grinned as he lifted a fist into the air. Electricity shot out from his hand, making it form into a large sphere of yellow.

"Can you see the energy? Can you _feel_ the energy of the lightning that I've summoned?! The same electricity that will strike down from the heavens, and turn you two into ash?!" He then cackled.

Natsu stared up into the air. His body wouldn't respond. Why? Why?!

"Come on, move, move damn it! Why am I not moving?!" He shouted as his eyes contracted.

 _ **"** ** _R_ aging Bolt!" **_Swinging his arm down, the sphere of thunder started to come crashing down.

"Crapbaske—"

Before Natsu could finish that, a figure swiped him and Bloxx off of the ground. The Omnitrix dial flashed, reverting the Segmentasapien back to Ben. As the thunder attack virtually vaporized the area where it landed, Laxus began to laugh as all that was left was smoking pile of rock.

"Ha…Hahahahah! Who's the most powerful wizard in the guild now huh…HA! I guess you two can't answer that since you've both turned to dust!" He then started to bust out with laughter.

 **"So, that's how you treat of your 'comrades'?"**

He stopped cackling, only to turn his head in the direction of the voice. Hanging off one of the railings was none other than…

"Gajeel…" He muttered with annoyance in his voice.

"Only a nutcase like you would think about giddy ideas when doing something like eliminating your friends. Thankfully I got the two of them before you did. Salamander's mine." He then said, turning his face to the two.

He held Natsu by his waistcoat in his right hand, and Ben was swiped onto his shoulder. The boy grunted as the stun effect ended.

"Oh, totally forgot about you Gajeel…" Ben chuckled weakly. "What does that make me then?"

"A somewhat respectable individual." He bluntly said.

"That's high praise." Ben retorted with a gritty grin.

Landing on the ground, Gajeel throws Natsu down to the ground like a heap of trash. Ben climbs down his back, cracking his neck as he winced a little.

"So, another challenger has come forth is it?" Laxus cocked a smile. "What's the point? You're all dead meat, and I'm going to be making sure of that."

Natsu grunted, before standing up again. "Lemme settle the score with Laxus."

"No, I have a score of my own to settle with this creep. In case you didn't know, this guy isn't messing around. This monster's going to use any means necessary if it means eliminating us from the face of the world."

"So, what do you propose?" Ben then cocked an eyebrow.

"The guy's got Makarov's blood in his veins. I hate to admit it, but I think we're gonna have to settle with taking him down as a team." Gajeel narrowed his eyes at the lightning mage.

Natsu then darts his head towards the black haired mage with comedic rage.

"Ain't no way that's damn happening! I'm gonna take that chump down on my own and there's no way I would team up with a dude like you so stay out of—BLEH."

"Cool down Natsu…" Ben sighed, slapping him across the face with one his tendrils as Wildvine. Laxus and Gajeel glance at the form, before going back to the situation.

"Just look at him Salamander. You think that's the same guy that you remember from your past?" He then looked at him. Natsu got up, looking at the standing mage. Thunder crackled around his body as he started to laugh with an uncomfortable look in his eyes, making Natsu wince a little.

"If I had to say, that's an enemy of the guild." Wildvine spoke out.

"And if there's an enemy, we gotta stop him, right here and now." Gajeel finished. "The people outside have no chance at dealing with this threat. You see what I'm getting on to? Only the three of us are left, and we're the only ones who can stop him."

Natsu continues to look at Laxus with a worried expression, but then blinks at Gajeel in confusion.

"Wait, since when are you so pro for Fairy Tail?" He retorted. Wildvine slapped the back of his head.

"Not the time Natsu!" The plant alien retorted in response to that retort.

"Ugh… Thought you said that there wasn't enough room for two Dragons?" He then grinned.

"Yeah. But with all this lightning, there ain't no dragons flying in the air right now." He grinned back. They then look over at Laxus, making Wildvine sigh.

"So, we finally rid of the monologues and ready to fight?" He cocked his head.

"Yep! The one and only time that two dragons will fight together!" Natsu answered.

"Let's go!" Gajeel roared. The two dragons then rushed forward.

"About time…" Wildvine grunted. He then planted two of his five tendril like feet into the ground.

Reaching Laxus, the blonde mage grins as Natsu and Gajeel attempt to land a blow on him. A random flurry of punches and kicks were used, but all Laxus did was simply blocked the attacks, backing up slightly as the two forced their way forward.

Pushing away Natsu, Laxus blasts him away with a ball of lightning, prompting Gajeel into catching him. Wildvine's tendrils then stabbed out of the ground behind Laxus, attempting to constrict the blond.

With a grunt, he leaps into the air. Gajeel then looks up.

"Use your Roar!" He ordered. Natsu leaped back and did as he said, blasting a torrent of flames towards Gajeel. He then morphed his arm into a club, in which the flames gathered around it.

 _ **"** ** _I_ ron Dragon's Flame Club!" **_He attempted to land a hit on Laxus, but the blonde mage grinned as he dodged into the air. He then morphed his hand into a sword.

 _ **"** ** _Iron_ Dragon's Sword!" **_ He quickly turned around to where Laxus was. Lifting his feet midair, Laxus dodges once again. Thrusting his palms out, Laxus launches a flurry of small balls of energy.

 _ **"** ** _Th_ under Burst!" **_He yelled. Gajeel gasped as they exploded in front of him, launching back. While he was distracted however…

"Natsu!" Wildvine yelled. The pink head quickly responded by jumping onto his shoulders and leaping into the air. He then gathered a large ball of flames in his hands.

 _ **"** ** _Fi_ re Dragon's Brilliant Flame!" **_Throwing the sphere at Laxus, he groaned loudly as he got a direct hit.

"Yeah, about time!" He yelled as started to crash down. Gajeel roared as he leaped forward, morphing his arm into a spear with a small light green circle.

 _ **"** ** _I_ ron Dragon's Lance: Demon Logs!" **_He yelled, firing a large amount of spears towards Laxus' direction. He continued to groan in pain as the spears zipped into him.

The two dragons then growled as they opened their mouths.

"Crapbaskets!" Wildvine yelped as he tapped the Omnitrix dial. Magic circles flickered in front of their mouths for a second as they breathed in.

 _ **"** ** _Fi_ re Dragon's—"**_

 _ **"** ** _I_ ron Dragon's—"**_

As Laxus stumbled up, he darts his head up as he sees two projectiles coming at him.

 _ **"** ** _R_ OAAAAAAAAAAAAAAAAR!" **_They both scream, landing a seemingly finishing blow which caused a large explosion. The smoke cloud took a while to clear up. With their eyes glaring at the pile, Natsu and Gajeel stand still as they waited, only to see…

 **"Don't tell me that the might of** _ **two**_ **Dragon Slayers is all bark?"** A voice came from the smoke, making them both gasp as Laxus walks out, practically unscathed aside from damaged clothes.

"Wha?!" Natsu stepped back.

"Neither of you deserve the title of Dragon Slayer…" He muttered.

"Impossible! Sure he's strong, but all those Dragon Slayer techniques ought to do _something_ to him!" Gajeel growled in confusion.

"Heh. I'll answer that for you. You see, I've been keeping a secret, and I haven't told anyone because I hate the old geezer's lectures." He started as thunder started to crackle violently around him.

 _"But I guess I can trust the three of you…"_

That sentence made them gasp. Laxus' body started to get bigger, more muscular specifically. His teeth grew sharp like a certain duos' and his shirt tore to reveal scale like patterns on his arms. Finishing his transformation, he lets out a great roar as he unleashes his magical might.

"What the? Is that what I think it is?" Ben, or rather Heatblast said as he landed down next to Gajeel and Natsu.

"You gotta be kiddin' me…" Natsu uttered with shock.

"No way…" Gajeel stood back.

 _ **"** ** _L_ ightning Dragon's…"**_

"Heads up!" Heatblast pushed them out of the way while tapping the Omnitrix dial again.

 _ **" _R_ OOOOOOOOOAAAAAR!" **_A large yellow circle flickered in front of Laxus' mouth as he launched a cannon of electricity in front of him.

The two dragons grunted as they landed, glancing back at the green flash that revealed Upchuck.

"What, oh come on Omnitrix! I already had something to eat today! Ugh, guess I have no choice!" He groaned as he opened his mouth wide.

Receiving the devastating Roar into his seemingly bottomless pit he called a stomach, Upchuck's body started to get excessively fat. As the roar ended, Laxus croaks with laughter, only to see a fat hamster green toad thing wiggling his arms.

"What the hell…?" Gajeel uttered with disbelief.

" _*Burp*_ Gosh, this tastes awful… Is this artificial or something…" He grunted as he looked up. Opening his mouth, a horrendous burp was heard as Laxus' Roar, now turned into a humongous green loogie, was launched into the air, breaking a hole in the ceiling. People from the outside saw as the large green spit ball exploded…

Upchuck continued to burp, laying down as he rubbed his belly.

"That was a big lunch…" He muttered.

"I didn't know Laxus was a Dragon Slayer too…" Natsu stated as fell down. Gajeel fell down too, clearly shocked by the result.

"Bah, what the hell was that? Was that you Tennyson?!" Laxus grunted. "Why the hell won't you guys kick the bucket already?!"

Bringing a palm down, he shocks the two Dragons, paralyzing them.

"Crap…why the hell did we just leave our guard wide open…can't…move." Natsu moaned with discomfort.

"Same…" Gajeel grunted. Laxus began walking forward.

"You three fools, Erza, Mystogan…the old man… All of the weaklings in Fairy Tail, and the worthless and pathetic people of MAGNOLIA…! I'll show them all who's the strongest!" He lamented.

Once again, a large amount of magical energy busted out from his body, creating waves of wind and energy that pushed against the three. Garnering all that energy into the palm of his hands, a light started to flicker between his enclosed palms.

"Now...I'll finish this!" He yelled as the sphere of light started to get larger.

"Ugh, what's this guy trying to do now?!" Gajeel croaked as he looked up.

Upchuck burped again, but then went wide eyed as he sat up. "Oi Natsu, ain't this…?"

"Yeah, this feels familiar, like Gramps' magic. Wait, that's-"

"THAT'S RIGHT YOU WORTHLESS PIECE OF SCUMBAGS!" Laxus interrupted. "The ultimate magic, one that eliminates anyone deemed as an enemy towards him!"

 **"FAIRY LAW!"**

With the signalling of his words, the light around Laxus forms around into his palms as rays of light dazzle across the room. Natsu and Upchuck's jaws dropped at the words, while Gajeel went wide eyed.

"Fairy Law… That's the same magic Makarov used to defeat Master Jose…!" He uttered with a shocked expression.

"Is he nuts?!" Upchuck yelled with disbelief. "The guy's getting a bit to the overkill side now!"

"Laxus, stop! Are you seriously going to do this?!" Natsu attempted to call out to the growling mage.

"Seriously Salamander, look at the guy, he's completely lost it! We're finished!" Gajeel gritted his teeth as he closed his eyes in despair.

Upchuck stumbled a little as he stood up. Gajeel was right, the guy was completely berserk. That was no human, it was a monster that replaced the person that used to be Laxus. The sight of the blonde mage reminded him of Kevin when he first transformed into his infamous 'Kevin 11' form. This was no time to fool around, something had to be done.

"...*Sigh* Alright Omnitrix, no messing around this time. I don't want Spidermonkey, I don't want Nanomech, I need _him_ , as much as I'm going to regret it afterwards…" Be muttered at his hand.

Reverting back to Ben, the green eyed boy sighed as he activated the Omnitrix. His eyes turned dull grey as he selected the hologram of a certain alien, but then…

"LAXUS!" Levy shouted as she arrived in the cathedral entrance. Everyone glances back towards the blue head.

"Levy?!" Ben yelled while frowning.

"You idiot, what the hell are you doing?!" Gajeel barked.

With the same pained expression on her face, she looked back at Laxus as he continued to form the Fairy Law spell.

"Laxus, you have to go see the Master! He doesn't have much time!" She then confessed with tears in her eyes. "The Master… No, your grandfather…"

 **"Is close to death!"**

Once more everyone glanced back at her, but they also gasped in shock. Even Laxus, whose eyes were blank with destructive thoughts, returned to a semi sane state as his pupils returned. The single word echoed throughout the entire cathedral as Levy took a step forward.

"Please stop this! Go, go and see him one last time please, before it's too late, Laxus!" She begged the standing mage.

While she continued in her plea to convince him, Natsu laid with a shocked look on his face. He couldn't believe that something like this was happening. Ben started breath uncomfortably as the memories of his own grandfather came into his mind.

"No...no way… Gramps is gonna die?" Natsu uttered weakly.

Laxus stood for a moment, trying to decipher and translate the thought into his head. His expression was blank for a couple of seconds, but then…it turned into a grin. He actually started chuckling a bit.

"...Hoooh? This is actually working out better than what I thought it was going to be. With the old geezer at Death's grasp, the moment that he enters his doorstep is the moment that'll allow me an even better chance at becoming the new master!" He stated with a grin, making Levy flinch.

"Bastard…" Gajeel cursed him under his breathe.

Ben stared at Laxus with disbelief. He couldn't believe the words that he just heard. Did someone, an actual human being, have the balls to actually think about something like that? You only see your family as a doorstep to fortune?

"You son of a…" Ben gritted his teeth as his eyes turned dull grey again. Glaring at him, Laxus' spell garnered more energy as it reached a near completed state.

"This will be a glorious new era for Fairy Tail!" Laxus boasted. "I'll remake it, rebuild everything from the grounds of this fallen shack! Once I do so, I'll form the ultimate guild, one so fearsome that everyone will bow down in FEAR!" He roared with a monstrous grin.

"Laxus no…" Levy fell to her knees as Laxus gathered the light into his palms in the same stance as Makarov. He then clapped his hands together as he growled.

 _ **"** ** _F_ airy…"**_

A familiar golden magic circle then flickered. With Fairy Tail's emblem in the middle, it glowed with a brilliant shine as the spell consumed the entire place. Ben shouted as he tried to slam the Omnitrix core down.

"LAAAAAXUUUUUUSSS!" He screamed as he and the rest of the town got blinded by the light...

 **"LAW!"**

* * *

 **…**

Outside Kardia Cathedral, the members of Fairy Tail stared up into the sky as the ginormous magic circle from Fairy Law appeared into existence. Despite using all their energy for Buzzshock's shenanigan, they were still able to lift themselves up to see.

"I-Is that what I think it is?" Wakaba whimpered. Macao blinked. "Yeah...that's… That's Fairy Law isn't it?!"

"But who casted it?!" Jet questioned with a confused shout. "It wasn't Master Makarov that's for sure!" Droy added.

Erza stood up, glaring towards the cathedral. "The only one who could perform this kind of spell would be the Master… But in this case, it could've been…"

"Laxus, are you insane?" Freed grunted as he held his side. "If you use that spell, everything will be erased… What will you build, if there is nothing _left_ to build from?" He stated as he walked towards the cathedral.

As the spell activated, the light devoured all of the city, blinding everyone...but what happened in actual timing though…

* * *

 **…**

A mass of smoke was presented in the cathedral. The first mass vanished, revealing Laxus, who was panting slightly from his use of Fairy Law. His Thunder Dragon Mode was canceled from the use, but despite this, he gave off a dark chuckle as he stood straight.

"Ha...Hahahaha! I've done it!" He let out a vicious chuckle.

His short victory was cut off as the coughing of various individuals echoed through the cathedral as the rest of the smoke cleared up. Laxus goes wide eyed as his eyes contracted at his sight.

"What?! Why the hell are you guys still alive?!" He yelled.

Gajeel grunted as he went up onto a knee. "Levy, you alright…?"

"Yeah, but what about Natsu and Ben?"

He looks over to his fellow Dragon Slayer, who was breathing viciously. "He's fine. But the kid though…" He then turned to Ben, who was standing straight and giving Laxus a death glare.

"That ain't a good look…" He blinked.

"How? I hit those guys with so much magical energy, they should have been toast…" He grumbled as he looked at his palms.

"The members of the guild and the people of Magnolia were unharmed by the spell. They all still stand Laxus." A voice then cut in, making him turn his face.

"Freed…" He muttered at the green head. Freed leaned against the entrance way, tugging his arm along. "What do you mean?"

"The spell didn't work, plain and simple." He bluntly called out. "Not a single soul in the town was killed or harmed from it."

"But that's impossible! I executed the spell to the very peak of perfection! I unleashed the perfect Fairy Law!" Laxus clenched his fist in confusion.

"Maybe so. But like Makarov always said, the Fairy Law spell dwells into the conscious of its user, it seeks the truth of the caster's feelings. You've inherited more than your grandfather's strength Laxus… You've also inherited his kind heart as well." Freed explained.

"Whether you would like to admit those feelings or not, the Fairy Law only affects those deemed as one's enemies. This proves that you care for your comrades." He finished.

"The magic sees into his heart…" Levy muttered as she stepped forward.

Laxus continued to express a look of confusion and doubt. "But that's…"

"You can try to deny those feelings all you want Laxus, but your magic doesn't lie." Freed pursued on.

"NO! Everyone who goes against me _is_ my enemy!" Laxus shook his head in denial as his body started to shake.

"Stop this now Laxus, and go see the Master before it's to—"

"LET THE OLD MAN DIE! I could give less than a damn about him!" Laxus roared out, cutting off Freed as he entered Lightning Dragon Mode once more.

Thunder crackled through the area, making everyone tremble as they tried to cover their eyes. Gajeel quickly went in front of Levy to cover her. Natsu tried to stand up to him, but right next to him, Ben started to breathe heavily…

"Ben…?" He muttered. His eyes widened as soon as he saw the look on the Omnitrix bearer's face. "Hey, what's wrong?!"

 **"...You think you're stronger than Master Makarov…? The fact that you couldn't even complete your Fairy Law proves that you aren't!"** He yelled out.

Laxus turned around, glaring viciously at the green eyed boy. "You may be related to him by blood, but in Fairy Tail, everyone's the same!" He continued.

"IS THAT SO TENNYSON? LET ME PROVE TO YOU THAT BLOODLINES DO MATTER THEN!" He shouted. "COME ON, I'LL SLAUGHTER YOUR WORTHLESS HEAP THAT YOU CALL A BODY!"

"Ok then… You've _**asked**_ for it…!" Ben growled as he activated the Omnitrix.

"Ben, he's mi—"

"No. _He's mine."_ Ben glanced at the Dragon Slayer, making the pink head stop in his tracks as his green eyes turned grey again, only this time they glowed.

As Laxus continued to power up, Ben quickly dialed up his alien of choice without even looking at the Omnitrix. Staring at Laxus with a blank expression, he angrily slapped the core down, releasing a brilliant green flash of light. This time however, the people present felt a surge of power vibrating from Ben's location as the smoke cleared up.

Replacing the twelve year old was a gray, green, and white robotic humanoid creature that a bit taller than Ben. On his forearms were cylinder like capsules that pulsated green energy. They were wrapped in a claw like covering resembling gauntlets. With metallic grey metal shin guards and a helmet with a green visor, dark green eyes were visible as a large white mouthpiece covered the majority of his face. On the sides of his head as well as the top, pointed parts skewed out, which also contained the same green energy. Rather than an Omnitrix dial, on his chest was an convexed shaped Omnitrix bulge that had circulating green energy flowing through it. The Fairy Tail emblem glowed a bright green off his left shoulder.

As the transformation revealed itself, the alien released a relief of energy, making everyone flinch at the sheer power of this form.

"Wha...what kind of form is that? It feels so...powerful." Levy blinked as she hid behind Gajeel.

"ARE YOU FINALLY READY TENNYSON?! READY TO MEET YOUR FATE IN THE COLD, HARD GROUND?!" Laxus challenged Ben.

The transformed Ben simply stood as he looked at his palms. Clenching them tightly, his dark green eyes flickered as he dashed forward with green energy around his fist.

"COME!" Laxus grinned as he returned the challenge with a thunder fist.

"Your downfall will be the most pleasant of events. Prepare for an **Atomix** defeat…" Atomix muttered with no emotion.

Colliding fists, the energy exploded as a wave of rogue energy. Gajeel and the others covered their faces as Atomix and Laxus flew up into the air after they blew a hole in the ceiling, exchanging blows that created shockwaves in the air. Outside, the crowd watched as the battle went on.

After a few more collisions, both fighters land on the rooftop, glaring at each other. Laxus growled at Atomix as electricity sparked around his body. In his containers of green energy, bright lights started to shine inside of them as Atomix brought his palms together.

"Relish in the onslaught that thou power shall release upon you…" Atomix muttered as a sphere of green energy started to compile within the space.

"Time to finish this!" Laxus roared as he started generating more electricity. Swinging his arm back, the thunder flashes a brilliant yellow as a large magic circle flickers.

 _ **"** ** _L_ ightning Dragon's—" **_Laxus began shouting out

 _"Beseeched to the sun cycle!"_ Atomix then palmed the energy into his right fist, making it glow with a green aura.

 _ **"—** **Breakdown Fist!"**_

 _ **" _F_ usion Crasher!"**_

Launching an oversized fist made of lightning, Laxus shouts as Atomix launches a blast of nuclear energy in return. The two projectiles collide, mixing together to a bright yellow green glow as they reflect upon each other. Bouncing to one of the cylindrical towers of the cathedral, the projectile blew up, annihilating the entire portion as a huge smoke screen covers the top.

"Tsk...you're still standing after that Tennyson?" Laxus groaned. "Didn't anyone tell you to respect your elders?!"

"I find no concluding factor that an elderly example is present within yourself, grandson of Master Makarov." Atomix replied with a blank tone. "All that is present is a targetable threat."

"OH YEAH?! Then fine, I'll just obliterate the entire populace then!" He clicked his tongue as he rose a fist into the air.

"Wait, Laxus! That spell could kill him!" Freed called out with his mouth agape.

As he raises his fist, a large magic circle flickers. Using both arms, he forms lightning between them, forming a very large trident like shape out of it.

"A lie will make it around the world before the truth has time to put on it's shoes…" Atomix quirked as he clenched his fists. The green orbs around his body started to glow, making his entire body engulf itself in a green aura.

 _ **"** ** _Li_ ghtning Dragon's Heavenward…" **_Laxus started.

"I recommend you cease this fruitless effort and—" Atomix tried to say, but then…

Smirking, Laxus aims his attack downwards towards the town. Atomix's eyes glow in surprise from his cheap shot attack scheme as he tried to reach him.

"Cease this at once—"

 _ **"** ** _H_ ALBERD!"**_

Atomix growls in response. Flying down to the line of attack as soon as he could, he quickly charges the energy within him, unleashing a desperate last move.

 _ **"** **Nuclear Shielder!"**_ He yelled, projecting a large barrier of energy. Natsu and the others gasp as Laxus' attack collides into the defensive projectile, letting out sparks as it tried to pierce through.

Grunting a little while holding his arms out, Atomix struggles slightly due to a lack of energy. As he got pushed back a little, the barrier started to crack.

"Ben!" Levy yelled. Gajeel grunted, panting a little as he stood up. He then ran up towards him, morphing his arm into a club. Before the barrier could break, the halberd of lightning screwed to the right, being redirected by Gajeel into his club like a lightning rod.

"Gajeel!" Levy cried out as he took the remainder of the attack.

Both Atomix and Gajeel laid down, and as they both grunted, they called out to a certain pink head.

"NATSU/SALAMANDER! GET HIM!" They both yelled.

Natsu, realizing what they wanted him to do, quickly brought out the last remainder of energy within his body as he grunted loudly. Taking a large heap into the air, he quickly reaches the rooftop, surprising Laxus.

"Alright Laxus, time to FINISH YOU OFF!" He roared, covering himself in flames. Laxus didn't even bother with a conversational response, merely roaring in response as the two rush each other with fists of their respective elements.

Laxus first tries to swipe at the pinkhead, making him dodge in retaliation with great reflexive response. Natsu then rocks his fist back as he clenches his teeth.

 _ **"** ** _Fi_ re Dragon's Iron Fist!" **_He yelled, slugging Laxus in the stomach. Doing a negative 360 spin, he lights his foot on fire.

 _ **"** ** _T_ alons!" **_Continuing on with a hook kick, he skids back a little, leaping forward with flamed arms.

 _ **"** **Wing Attack!"**_ Blasting the lightning mage with a douse of flames, he presses his body down, but not before engaging in a full on headbutt while wrapping his body in flames.

 _ **"** ** _S_ WORD HORN!" **_Continuing his assault, the others watch at the intensity of his attacks. They remark how they really could shatter a dragon's figure in its entirety.

While they admire the view, Levy runs over to Gajeel, helping him up. Some of the other members attended to Atomix, who tried to say that it was just fatigue dueto using all of his energy in his other encounters. As Laxus stumbles furthermore, Natsu clicks his tongue as he prepared the final attack.

"Dragon Slayer Arts…" Freed muttered as he watched him.

 _ **"** ** _D_ ragon Slayer Secret Art..." **_He began. Swirling his arms around in a top like motion, they became ignited with long torrents of flames. He then launched them off in a spiraling formation.

 _ **"** ** _E_ XPLODING FLAME BLADE!"**_ Reaching Laxus, each connecting strike generated a massive explosion, continuing on for a few seconds until a final, more devastating one finished the blonde mage off, sending him spinning into the air with a howl of pain that echoed into the blue sky…

As the crowd reacts with shock, Atomix recovered, reverting back into Ben. The boy's eyes were now back to a brilliant emerald green as he looked at the roaring pinkhead.

"Heh, might've gone a bit far with that. Thanks for taking him out Natsu." He smirked. "And thus… Another battle has concluded in the moment of history…" He then looked up as the clouds started to separate, showing the sun as it gleamed its light across Magnolia Town...

* * *

 **…**

In a separate space, one resembling a volcanic area with streaming lava and bright magma, a orb of blue light hovered along the area. It's dazzling glow pushed off the eerie fog as it drew closer to a large mountainous landscape. In the distance, a large cave revealed itself.

"Oh, there you are." A feminine voice called out from the blue light. Reaching the entrance, two large yellow gleaming eyes glared at her.

"...What are you doing here Grandeeney?" A rough voice called out from within.

"Well, paying a visit to a dear old friend of mine of course." She answered with a quirky voice. "What, can I not even do that?"

"Have you forgotten the fact that you are _not_ welcomed here?" The voice answered back, his tone getting more annoyed by the minute.

"Hah. It's just that that child is being somewhat reckless, sort of like someone else I know, not specifying a specific individual of course, ho ho ho." Grandeeney joked.

"However, that reign of good fortune is bound to clear out in a matter of time. I'm afraid that I might have to be blunt with a surely possible outcome. He'll die." She spoke out, making the pair of eyes narrow with livid rage breaking out.

"BEGONE! Must I make myself clear?! You are not to meddle with the affairs of the humans!" The voice roared out as he erupted out from the area, causing an eruption.

The full of appearance of the individual was revealed. The voice belong to that of a humongous red dragon. With gigantic teeth, threatening wings, he roared with fierce veracity.

"If you do so, you shall face the wrath of me, IGNEEL!" He shouted, revealing his identity.

Grandeeney floated in silence for a moment, and then spoke out again. "...Then I supposed I should not have mentioned it. I suppose there is no point in worrying when we ourselves cannot do anything. All we can do is hope that the humans prevail in the end."

Grandeeney floats up and away, but then perks up as she remembers something. Somehow giving off a mischievous expression, she turns back to Igneel.

"Oh, one more thing Igneel." She spoke out. Igneel grunted in response. "What is it now…"

"I believe my child has a gotten a mate already! What about yours hmm? That dense pink head that you call a son can't possibly find a partner hmm hmm?!" She mocked.

Igneel did a spit take. "W-WHAT?! Oh what the hell?!" Grandeeny snickered as she floated off, leaving Igneel in an annoyed state, concerning the wellbeing of his 'son'...

* * *

Well, fight's done. Yahoo!

I changed Atomix's design a bit. I never liked how bulky he looked in Omniverse, so I slimmed him down a bit. Kinda like a gundam I guess? What do you guys think about Atomix's design?

Also, I'm still continuing with the Miss Fairy Tail Contest winner. We have the one more chapter in this Arc, so please, continue with your suggestions!

Oh, and one more thing:

I HAVE A CRAPPY DEVIANTART! CHECK MY CRAPPY ART ON MY PROFILE HO HO!

Anyhow, next up, the finale of the Battle of Fairy Tail Arc; Fantasia! See you all in the next part! Toodles! Broke the 200k word wall _and_ over 300 reviews! Thanks a bunch people!


	28. Fantasia (Battle of Fairy Tail Finale)

Here you go people, another upload for all your eyes to read and decipher the meaningless things that flying cats do.

Anyhow, welcome back to The Null Fairy. We have the conclusion part for the Battle of Fairy Tail, celebrating with the one and only Fantasia Parade!

 **F.M.D:** Thanks for the agreement. I always wondered why they made him like that. I mean he's a bit too big for my taste, and since I have a feeling he was a Galvan creation, they would think to slim down the size for efficiency's sake.

 **Ultimatrix bearer:** Yeah, I was thinking that an Etherious form might make more sense, since Natsu is really an Etherious himself. What abilities he might have as one however, that's for the future to discuss about. Anodite abilities are still in recommendation in my mind though.

 **Traveler-who:** Once again, thanks for all the reviews. I think I like the ship name. Shouting out the names however really doesn't do a whole bunch in my opinion, but different ideas appeal to others I guess.

Anywho, that's all that I wanted to discuss with so far. Let's get to the finale of the Battle of Fairy Tail Arc. Cheers to you all!

And as always, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support their official releases, and happy reading to you all!

* * *

 **Chapter 28** : _Fantasia_ ( _Battle of Fairy Tail Climax)_

"Ugh…finally done." Ditto wheezed as he laid his face on a table. Lucy and Levy pat him on the back while giggling a bit.

Ditto has just finished with helping around the area, splitting himself into a near army size of clones in order to help bring in the injured guild mates, repair damaged structures, and so forth.

As he grumbled, Erza stood forth in the middle of the Guild Hall's lobby.

"I have good news everyone! Thanks to Porlyusica's help, the Master will pull through his condition just fine!" She cheered to the crowd. Everyone roared with positive energy at her words.

"Thank goodness for that. I was actually getting a little worried for that for a while." Lucy admitted while talking to Gray.

"Heh, it's not enough to make the old man kick the bucket just yet." He replied.

"Yes, but even so, his body isn't as young as it used to be everyone. It's best to not let his heart endure any extreme stress." She shot back. She then looked back to the crowd.

"Let's be on our best behavior everyone! We don't want the Master's recovery to be delayed!" She shouted out. Everyone acknowledged her with an 'Aye!'.

"Is it really a good idea to the parade though?" Ditto asked lazily.

"Of course! The Master wants us to do it after all." Mira intervened, walking to the four with Elfman behind her. "If anything, this is the best solution and best way to make away with all the tension from the Battle of Fairy Tail is it not?"

"You tell me." Gray chuckled.

"I can't wait to see what the parade has in store though!" Juvia popped up, holding her hands in delight. Cana leaned against her with a full mug.

"Whatdya mean sister? You're gonna be a part of it ya know?" She winked. Juvia reacted with bubbly eyes of surprise from her answer as Macao and Wakaba join in.

"You _are_ a member right?" They both grinned.

Juvia nodded a little, and then quickly dashed to a wall, rubbing it nervously. "Well yeah… But I'm a newbie though aren't I? I didn't think I'd be in the parade." She muttered.

"You were expecting some kind of excited reaction from her I assume?" Ditto rolled next to them with half open eyes.

"I think she looks upset if you ask me. Or maybe some kind of troubled or happy look at least." Macao admitted with an unsure face. Ditto frowned a little, waving his arm in denial.

"Ain't she the cutest though?" Cana replied as she took a gulp.

Happy then popped over with a fish in his mouth.

"WeLL it Is a MaatTer if people Are injured or Not. I guess the rule is if anyone can move they gotta participate." Happy muttered while taking a chomp, distorting his first sentence.

"Then that means I'll participate too?" Lucy asked with a…happy expression? Or troubled?

"Are you happy about it or not?" Gray replied with a sweat drop.

"Happy or not though, those guys over there aren't participating that's for sure." Ditto rolled over again on the floor, pointing to a certain duo of Dragon Slayers.

Gajeel and Natsu sat on a bench, literally covered in bandages. Ditto was reminded of a certain alien in the Omnitrix as he looked at them.

"Ah to hell with that! I don't wanna here that from you." The black haired mage glanced over with crossed arms.

"Mmmph mphhmm hmm mmphhgm." Natsu muttered with his muffled mouth.

"I have no idea what's he saying." Lucy chuckled weakly.

"Definitely something stupid probably." Happy added.

"You probably can't—No, you _definitely_ can't participate like that Natsu." Ditto muttered as he rolled to them.

"Ditto to that." Gajeel added.

"Nice pun." The Splixson snickered.

"Not my intention squirt!" He barked back.

"HMMMPHM MMMMHMPH HMMMHMPH!" Natsu frowned at the two.

"OH HELL NO!" Ditto sat up, striking an arm out.

"Are you freaking serious… What the hell does that have anything to do with that? What are, some kind of demon?!" Gajeel barked as he leaned back cautiously.

"I wonder how they can understand him." Lucy wondered.

"Like I said, probably something stupid." Happy replied as he floated next to her, nibbling on a piece of bread.

As the conversations between the Hall take place, Erza looks around with a smile. Making note that despite the huge civil battle between themselves, the members of the guild were still getting along with each other.

Then suddenly, from the entrance way… A figured appeared, making everyone mutter and jibber jabber. It was none other than…Laxus, albeit covered in bandages like Natsu and Gajeel.

"Laxus!" Macao stepped up.

"What do you want now?" Wakaba added.

Laxus sighed a little as he walked up. "Where's the old man at?"

"You really think we'll tell you, after everything you've done?!" Jet shouted as he blocked his way. Several other people circled him, shouting in agreement.

"Hey…guys, come on…" Levy uttered as she tried to calm them down.

Ditto blinked as he rolled along, sighing as he tapped the Omnitrix dial. Replacing himself with Humungousaur, he let out a loud roar, making everyone shut up. Erza then smiled, before returning to her neutral look.

"Everyone, silence!" She yelled out.

"Ben, Erza…" Levy turned around.

"The Master is the infirmary." The redhead answered Laxus. Walking forward, the people stared at him with questionable looks as an awkward silence ruled about.

"MYMHMHHMHMGMSGSGSGSGGGMGMGMGGHFMGHGMGHGMGMGHGMGHGJGM!" Natsu suddenly yelled out, surprising everyone as the Vaxasaurian reverted back to Ben.

"Say whaaaa…?" Ben blinked as he leaped in front of Laxus.

"Natsu." Laxus blinked as well.

Shaking for a bit, he lifts his left arm, since his right arm was injured. Pointing his finger at him, he gives him a look of comedic rage.

"MMMHPH MHMMHMHHMHMPGPHPPH MHMGPGMH MHMMMMMMMMMMMMMMMMMMMPHG!" He shouted out, making everyone deadpan from their lack of translation.

"What did he say?" Mira asked. Gajeel walked up with a crutch next to Lucy as Natsu continued to mutter talk.

"Can you translate?" Lucy glanced at him once Natsu stopped. Ben rolled over with a lazy expression again, joining the gang.

"He said that this time it was two against one." Gajeel started.

"And since it was like that, it wasn't a fair win. The next time we fight, it'll be me versus you only, and I won't lose." Ben finished.

"Or something along those lines." The two then shrugged.

"But didn't he just win at first?" Lucy blinked as she remembered the recent events.

"No. I'd say it was more like a draw." Gajeel answered back as he narrowed his eyes.

"Look at what he did to those two Lucy." Ben stated. "If Laxus was here during the war between Phantom and Fairy Tail, I think Gajeel would be in the dirt." He finished. Gajeel grunted, admitting his agreement.

As Laxus walked pass Natsu, the pink head spun around with stomping feet, muttering some more undecipherable crap in a comedic fashion.

"Really Natsu." Ben sweat dropped as he walked up to him.

As he continued to do so, Laxus regarded one rare sign of comradery. Raising the back of his hand in acknowledgement, both Ben and Natsu widen their eyes at the sight, first making a smile, and then grinning as Laxus entered the infirmary.

The rest of the guild noticed this, and all smiled in acknowledgement as well. Erza then turned to the crowd.

"Alright everyone, show's over! Let's get the preparations for the Fantasia Parade started!" She ordered, making everyone 'Aye!'…

* * *

 **…**

Inside the infirmary, Makarov laid in the bed next to a window as he and Laxus heard the cheering of the guild members. The wind blew with a gentle breeze, making the moment all the more tense.

"Rowdy bunch of rascals aren't they." Laxus stated.

Makarov closed his eyes for a second, before sitting up and facing the blonde man.

"I don't think you understand the seriousness of what you've done Laxus." Makarov started. Laxus didn't give any excuse this time, only averting his gaze from his grandfather's.

"…Look at me in the eyes young man." He ordered. He did so, gesturing him to continue.

"…Fairy Tail, is a place where friends can gather, where wizards can find work for themselves, and is a place for children that have no kin of their own, to able to find themselves to be part of a family." He began his speech.

"It's not a thing that can be 'owned'… Each member doesn't have to be loyal, but they also must be trustworthy as well, otherwise bonds will remained unformed, and the guild will become a fallen place, instead of a unified order…"

Laxus' eyes start to dilate at his explanation as they dropped down slightly, taking the wisdom of his grandfather.

"The actions you displayed proved that you lack those qualities. And not only that, but you also threatened the lives of the comrades around you, that in particular is unforgivable."

Laxus then brought his gaze up, looking at Makarov.

"Yeah, I know… I'm sorry about that in particular." He stated as he clenched his fist. "But… I just wanted to make the guild a stronger place. I never honestly wanted to hurt the guild." He admitted as he walked forward.

Makarov hums for a bit, before getting off his bed and walking a bit.

"Come now boy, you're all awkward. Try relaxing a little, and don't be high strung like I am." He muttered as he walked up to Laxus.

"If you do that, perhaps you'll see things that you aren't able to do so right now. You'd hear words that you'd never heard now. Life's a bunch of fun you allow it to be so ya know?" He then looked up at his grandson.

"…Over my years, I have watched you grow into the man that you are today, the same one that stands in front of me right now. Raising you was a pleasure, a new staple in my life." He started once more.

"You don't have to be smart, nor do you have to have power. What lesson did you not learn…? All you ever had to do was be healthy and happy, that's all I ever wanted…"

"But the past is just that…the past. But now, I have no choice…but to make one final decision now." He then announced. Laxus' body started to tense up as he looked at him.

"Laxus…" He mumbled, raising his arm up. He then swung it to his side, giving out his last order to him.

"You…are hereby expelled from Fairy Tail." He sent out the final note.

Laxus' eyes contracted, but he stayed silent, knowing full well that the action that his grandfather ordered was a perfectly okay one. It just pained him to hear the words that he never ever wanted to hear in his life once again.

Closing his eyes, he looks at Makarov one more time. "…I understand. Thanks for everything…" The both of them turned around, with Laxus beginning to walk away as Makarov folded his arms.

Unbeknown to Makarov, Laxus gave him one last smile. "Gramps…"

Makarov tried to hold in his tears as he gritted his teeth. "Take care of yourself now, okay old man?" He asked one more time.

Finally giving out, a few tears streamed down the old man's face as he started to sniffle a little.

"Ah get out already!" He yelled with emotion fully inside that sentence as Laxus started to exit the building…

* * *

 **…**

Sunset. The preparations for the Fantasia Parade were beginning to roll in smoothly. The members of the guild were building grandiose floats for specific members to be on. A lot of manpower, and alien power, went into the crafting of these constructs as time went by. Once again, the Ditto army helped with the lifting and tinkering.

"Over here, bring that screw over here?!" Macao yelled at one of the Dittos.

"Gotcha boss man!" He jumped up and grabbed a container full of parts. Bringing it to, he thanks the Splixson as he grabbed his needed part, hammering it in into a part of his float.

"Can we get a bucket of water over here?!" Gray yelled. Another Ditto nodded as Gray threw a bucket at him. Catching it, the Ditto tapped his Omnitrix dial and morphed into Water Hazard, quickly filling up the bucket with a dose of water.

"Thanks!" He yelled back. Water Hazard reverted back to Ditto, looking around for anyone else in need of help.

"Ben!" Levy called him out.

"Yeah, what's up!" He ran towards her.

"We need help with these costumes!" She answered him as she showed him the work she and some of the others started off with.

"Gotcha boss girl!" He snapped his fingers as he tapped the dial again. Blinding the girl for a moment, Brainstorm took the place of him as he went forward.

"If you would so mind telling me the exact size and proportions needed for your performing outfit?" He asked nonchalantly.

"Urhm…okay here…" She stuttered a little as she handed him a list of the measurements of the guild girls she was partnered with.

"Hmm…going to need a bit of filling for that, some exact proportions for her…I think we have all the necessary materials needed for this. Can you excuse me for a moment?" He then concluded as he turned to another Ditto who just finished helping another person.

"You there my fine companion!" He raised a pincer at him. The Ditto ran over, standing next to him.

"Whatcha need boss crab?" He asked. Brainstorm handed him a piece of paper listing his needed materials.

"May I request your assistance in compiling these necessitated materials?" He asked politely. Scanning the memo, he salutes to him. "Gotcha boss Cerebrocrustacean!"

Running off for a bit, he quickly returns with said materials, handing them to him. "I'll be on my way now boss man!"

Brainstorm turns around to face Levy once more. "Now then, can I be presented with the work that you were previously working on?"

Nodding, she shows him the in-work dress. Brainstorm looks at the design on his sheet, and then nods. "Shall do. Please give me a moment."

Taking out some colored frills, Brainstorm starts to work on completing the design of the dress, and when I mean by that, sewing the parts on like a speeding going faster than the blue thing that rolls faster than speed of sound, going places to go.

After a few, heck not even 2 minutes, the Cerebrocrustacean had finished completing practically all the outfits meant for everyone in the parade, which included both male and female clothing.

"There, good as done my dear Levy." He smiled with his non moving mouth.

Levy blinks, wondering what the heck just happened in front of her. Taking a look at the newly made dresses, she blinks as she looks at the dazzling parts.

"Whoa, even Mira can't do something as precise as this!" She 'oohed' the dress, taking a look at some of the harder parts that it would've taken dedicated attention to sew together.

"When it comes to precision work, Brainstorm is the individual that is most strongly recommended to—" The crab alien tried to say, before his Omnitrix dial flashed red, reverting him back to Ditto.

"Wha—oh, well, guess my time's up for now I guess." He said as he looked at his hands.

From the corners of the area, other streets, constant beepings of red light drew the attention of the working guild members as they looked up, only to see Dittos flying in from left and right towards the one in front of Levy. They squirmed and wiggled in the air as they grumbled/howled in surprise.

"Aaaaaaaaleeeeeeeeeeeeeeee!" They screamed comically as they merged back into the original Ditto. Ditto 1 sighed as for a bit as he waited for the crowd to join back into him.

After a minute or so, all of the Splixson copies merged back into the original, making him sigh again as the annoying beeping of the Omnitrix stopped. A red flash then blinded Levy and a few others as he was replaced with Ben.

"Well, I'm done for now. Gotta wait a bit for the Omnitrix to recharge." He shrugged.

"Well, at least you got a lot of work done right? How about a short break?" She suggested with a raised finger. "I think we can handle the rest for a bit."

Ben looks around. She was right, a lot of the tasks that needed a lot of heavy or a lot of manpower were pretty much finished. Confirming that he could take a break, he turned back to Levy and decided to go off.

"Alright then, keep up the good work!" He waved at the blue haired girl. Levy waved back as he went off into the distance…

* * *

 **…**

Walking along into one of Magnolia's many parks, the rays of sunset light glared upon Ben's eyes as he walked a casual stroll, taking in the scenery as he watched people walk around. Stands for the festival were still present, and there were people from other towns still touring around.

Smiling at the sight, Ben walked along until he spotted the sight of a large tree, in which the massive trunk stared up into the skies. Comparing the size of it to that of Gravattack or Way Big, Ben's eyes perked down to a group of four who were next to the shadow of the tree.

"Oya?" He muttered, walking closer to the group.

Walking closer, it was revealed to be Laxus and the Thunder God Tribe. Laxus had prepared a sleeping bag as well as other essentials. His eyes widened at the potential ending.

"So Gramps expelled him from the guild… But he looks as though he's seen the mistakes of his ways." He smiled warmly at the crowd as he listened to their conversation, leaning against the corner of the tree.

"Whaaaaa! You're joking right? Why is he only kicking you out and not the rest of us?" Evergreen complained as she stuck her face in front of Laxus.

"Yeah! I mean we were pretty much guilty as you were too weren't we?" Bickslow added with his arms gesturing. His 'babies' echoed his words as he said them.

"I guess the old man doesn't see it like that." Laxus replied to them, looking up towards the sky.

"Well if you're leaving the guild then so am I!" Evergreen then protested.

"Why should we be stickin' around here if you're not gonna be here with us?" Bickslow tried to add in.

"Heeeh… What a pain you three are." Laxus sighed while folding his arms. "Come on. Can't you all just wish me a farewell and just say goodbye?"

"I don't understand though. Why are you taking all the responsibility on yourself? We're at fault too." Freed questioned his leader.

"You have all wrong my friends, that's not the case. Unlike myself, you three probably have deeper attachments to the guild than I could ever have." Laxus answered.

"Well if we talk to the Master maybe we can change his mind!" Evergreen tried to convince him yet again.

"Yeah! If we ask Gray or Natsu I'm sure it'll work out! They're probably going to be against your expulsion. The master favors those guys so I'm sure he'll listen to them!" Bickslow added again.

Laxus smiles at them, before closing his eyes. Freed and the others take this as the final decision. Ben peeks his eyes over as he listens with a neutral expression.

"…Are you really leaving? Laxus…" Freed muttered.

Picking up his bag, Laxus turns around and gives them a raised hand. Bickslow and Evergreen clench their fists in frustration as they watch him leave.

"Take care of yourselves." He muttered as he began walking with the grin on his face.

"Laxus wait!" Evergreen yelled.

"What the hell man?! What's gonna happen with the Thunder God Tribe?!" Bickslow shouted.

The two grit their teeth as Laxus walks onward. Tears start to fall from the Fairy mage's face as she takes off her glasses. Bickslow curses himself as he looks down.

Freed looks down for a bit, and then looks forward at the back of his friend. A small smile creeps up his face in acknowledgement of his friend's actions.

"Heh…" He hummed. _'I'm sure we'll meet again Laxus. Take care.'_ Ben in turn smirks. "Guess you aren't so bad after all big guy." He stated.

Walking around and avoiding the Tribe, he takes the same device he used on Mystogan and shoots a round at Laxus. Landing on the sleeve of his coat, he puts it back in his pocket.

As Laxus walked away from their sight, Ben looks down at the Omnitrix. Its green glow had returned, meaning it was back in Active Mode. Looking up into the air, the wind blew against him, raveling his hair as he begins to walk off with his hands in his pockets…

* * *

 **…**

A day had passed by. It was nearing the end of sunset, bringing in the color of night, dark blue. At the Guild, Ben and the others were preparing to bring out the floats, directing them to the main street in which they would be displayed for the massive crowd.

"Is my float ready?!" Gray called out.

"We have yours as well as two others! Whose costume is this?" Erza called out. Another member ran out and grab the costume, thanking her as they ran off to put it on.

"Heh heh…once again, another Fantasia Parade rolls in through the year." Makarov muttered. Dressed in his costume, which consisted of a purple and white striped jumpsuit, an orange shirt, green pants, a large red bowtie was placed on the front, along which he carried a hat that had cat ears, he chuckled at the sight.

"Is it really like this every year? If parades were as extravagant like this, I'm pretty sure it would be a bigger hit in my world." Ben admitted as he folded his arms behind his back.

He then cracked his neck as he patted himself down. "Still, do I have to wear this? You guys know I'm going to be using my alien forms right?" He dead panned at the old man.

Ben's outfit consisted of a dark green blazer that had folded sleeves, alongside with a white undershirt. A bright green tie was tucked in underneath. Wearing black gloves, he also wore black shorts with green accents on the ends, as well as black dress shoes and knee length socks.

"Ho ho ho." Makarov stroked his mustache. "People are craving for those designs, especially the younger girls! I think it'll attract a whole bunch of candidates for you Ben!" He then snickered.

"I-I'm not looking for a girlfriend just yet! _(Though I have a girl that I'm…possibly interested in.)_ " He stuttered. His mind raveled in the thought of a certain girl in the end archives.

Shaking his head, he and Makarov looked as the floats started to get directed out from the guild. Already he could see the light-show from beyond the distance. Bright lacrimas lit the place in a brilliant show of lights and attracts as they dazzled and reflected in the night light.

Turning to Ben, he nudges him. "Ready?" He asked, eyeing Ben's float.

"Yeah… But I still wonder why people would think of this as a display suited for me though…" He chuckled as he looked upon his own float, which actually was meant for him, and him alone. Meaning that he had to do a solo act.

"Hopefully I don't screw this up." He sighed as he sweat dropped a little. Makarov patted his back, telling him he'll do just fine and that the whole point is to celebrate and have fun.

A few minutes later, the floats started to show up. Ben ran to join up at his float, which was the last one ironically. He twitched an eye as he face palmed, sighing.

"Ugh…well, might as well get ready…" He muttered, jumping onto his float.

As they started to roll out, fireworks of various colors exploded into the sky, brightening up the scene as the first floats rolled over to the street. Already there were cheers and screams of adoration for specific members of the guild, as well as popular cheering in general.

A few extravagant floats first arrived. With one resembling a pink fist, a large construct of Happy sat on the top, munching on a red eyed squid as his Aera wings were present. A few members danced inside the mouth of the float, wearing costumes of various sea life.

The next one that rolled in was that of two rabbits, colored pink and blue. They had flickering yellow eyes as they stood on top of a duckling like float. On each head there was a lead dancer wearing a bunny girl costume, with a couple more dancers following their movements as they rolled on.

On the next, an extravagant looking float resembling a truck appeared. Colored red and light blue, two rod like poles extended from each end, being colored pink and black, and having a large purple gem on the top. Large angelic wings were present on the front as a rainbow display showered attention. On the float were Cana, Macao and Wakaba.

Wearing an orange dress, she spun a few cards around. They displayed colorful pink hearts as they continued to spin for a bit as Wakaba and Macao prepared a Purple Flare and a Smoke Magic spell in advance. Launching and mixing their spells together, they twirled around in the air, creating a ring of dark blue and white pink until Cana shot her cards in, transforming the circle into a large heart outline. The heart then multiplied, spreading itself around the entire area, filling the skies with popping of pinks.

In the back of the crowd, Laxus smirks at the displays as they went on.

On the next float, which was a grassy tree like display, Alzack, Jet, Droy, and Max performed their acts for the crowd. They were each in their own costumes as they acted out for their element of the float. Dazzles of light continued to shine as the next major float came into play.

Now this was a read crowd pleaser. Resembling an idol's stage, a bright display consisting of wings and a light scale lit the stage as three girls danced with costumes made by Brainstorm. Lucy, Bisca, and Levy danced while holding flags, garnering the attention of probably many male, possibly female watchers. The dresses consisted a pink top that had a pink bowtie, white gloves with red and pink accents on the end, and a white skirt with the same color scheme as the gloves.

As the girls ended their dance, they posed with winking eyes. A loud cheer was heard as they continued to stay still, relishing the attention as the next display came into play. All the while, faces familiar to the Fairy Tail cast appeared for the parade, cheering with positive energy as they continued to watch.

Onto the next one, it resembled that of _'The Beauty and The Beast'_ , with Elfman as the beast. Roaring in his Take-Over Beast Form, the nearby crowd oohed at the intense display as they eyed the top, which was a pink rose that lit up, revealing Mira. Several Mira fanboys continued to cheer for her, until she did a Take-Over into a large pink lizard, making them do spit takes in response.

Over to the continuing one, Gray and Juvia stood on the edge of a platform that looked like it was meant for a castle. Wearing prince/princess outfits, Gray swung an arm up, using the circle behind them to generate a castle made of ice. He then nodded at the Water mage, making her raise an arm as she smiled. Water flickered around the castle, and then on top of it, a ring of water spun, allowing Gray to freeze the words 'FAIRY TAIL' onto them, pleasing the spectators immensely.

As a few more continued to come forth, the crowd awaited the float containing Erza, who was wearing a modified version of her Heavens Wheel Armor, which was golden yellow, red, and white compared to her silver and dark blue version. Equipped with matching swords, she spun the metal circle while engaging in her own dance. After a bit, she requiped into a more revealing version of it, resembling a dancer's outfit as she continued to please the crowd.

Back with Ben, his heart thumped a little as he watched the other floats go by. Taking deep breathes, he took a look into the night sky as he closed his eyes. Listening to the continuing display of floats, he smiles as he regains his composure.

Now this display, rather than a float, it was a…display of fire. Fire erupted from fire lacrimas that were pulled by strange bluish green creatures with four stubby legs. Happy rode one of them as Natsu walked on, still bandaged but now with his mouth exposed. As they continued to wave at the crowd, Natsu stops to spit some fire into the air, coughing a little at the end while the flames changed into the word 'Fairy Tail' as well.

With Makarov, the old man waited for his turn as he looked into the sky. Approaching him from behind was Gajeel, who was still bandaged up as well.

"Master." He called out. Makarov turned around. "Hmm? Gajeel, you're not going to join in the parade?"

"Nah, I don't like sticking out, ain't my style." He replied.

"Oh come on, where's all that singing talent 'Mr. Shooby doo Bop'?" He chuckled, making Gajeel fluster in embarrassment for a moment, until he coughed his composure together, walking up to the old man.

"Here Master, I've finally done it." He then said, handing him a slip of paper. Makarov hummed as he turned around, taking the piece.

"Oho, good work my boy." Makarov nodded at him. "I'm sorry for sending you on such a dangerous mission."

"Nah, no biggie. It was actually kind of funny, tracking down your son while being a double agent." Gajeel grinned. "The guy has no idea."

"Hmph. But at least now we'll make sure nothing goes his way." Makarov then folded his arms. A member then called him out for his turn, turning his serious face into a 180 version of goofiness.

"Whelp time's a wasting, and the public's gonna be looking for this little frolly ho ho!" He chuckled with his goofy grin.

As Laxus continued to walk through the crowd, the overwhelming spectators cheered loudly as Makarov came into play. Commentating on his goofy appearance and maneuvers. Smirking, memories of his own childhood resurfaced once more to that of an earlier Fantasia Parade…

* * *

 **…**

"Hey, why aren't you gonna be in the Fantasia Parade this year Gramps?" A young Laxus asked his grandfather.

"Ho ho. This is your big moment my boy. I'll be watching from the sidelines though." He answered with a humming expression on his face.

"But how will I find you in the crowd then?" He then asked. "Ah forget about me, the spotlight's going to be all on you!"

"If you say so…" The young boy mumbled. Thinking for a bit, he pumps his palm, thinking of a great idea. "Oh I know!"

"Hmm? What's up?"

"When you're looking into the crowd, I'll do…this!" He then grinned.

Extending his right arm into the air, he makes a reverse L, with his palm facing his direction, and his index finger and thumb pointing out.

"You'll be able to see this won't you? Heh heh!" The young man then smiled with a warm expression…

* * *

 **...**

Laxus smiles as he reforms his hand sign. Looking back at the crowd, he continues to watch as the final float comes into play. Recognizing the design of it, he smirks in response.

"Hah, finally your turn, huh Tennyson?" He muttered with a grin.

The lights unravel around Ben's float, revealing it to be a large display. Angelic neon green wings hovered in the back, with a platform resembling the prototype Omnitrix displaying on the middle. The Fairy Tail emblem displayed itself as a hovering image between the wings as Ben bows.

"Here goes something…" He mumbled.

Fumbling in his pockets, he takes out the Blue Waves and equips them onto his wrists, clambering them onto his arms as they transformed themselves from their cylinder like forms.

Aiming his arms into the air and slamming his wrists together, he gives off a wide grin as he blasts a level 9 blast into the air. Climbing up into the sky for a bit, it exploded into a dazzle of green light, making everyone cheer. Younger fans wearing Ben Ten fan gear cheered for him as Ben spun, shaking a finger at the crowd.

"Let's bring it on with the main show!" He then yelled, taking off the Blue Waves. Putting them away, he rolled his left sleeve up, revealing the Omnitrix as he extending his arm into the air.

Activating it, he spun the dial, slamming the core down with a smile as he eyed Echo Echo's profile. Flashing with the brilliant green light that everyone knew and loved, Echo Echo revealed himself as he split into six copies.

Each Echo then turned their dials, tapping them and morphing into different aliens. In their places stood Big Chill, Heatblast, Chromastone, Gravattack, Diamondhead, and a new alien.

Replacing Echo 6 was a creature that was actually shaped like a fairy, pleasing the crowd to new levels as its appearance was shown. Having a small body, he had light blue skin, and purple fairy-like wings that glowed a light green color. Having dark bluish green hair that stuck upwards, he wore a green dress like outfit with black zigzags and grey accents. Wearing a black jumpsuit underneath that reached from his elbows down to his knees, his face was revealed to have large green eyes with feminine like eyelashes. Pinkish markings were on his cheeks and chin, and he wore white gloves. The Omnitrix dial was worn on his chest, with the Fairy Tail emblem on his left shoulder, shown as a powdery green.

" _*Purrs*_ Let's get with the show shall we?!" The new form yelled out while flying. Pointing his finger out to the crowd with a hand on his hip, the other aliens started getting into place.

"I'm your host **Pesky Dust**! Now let's give a round for the Extraterrestrial Performance!" He then clapped, signaling Heatblast and Big Chill to come up to the front.

Flying to the center, the rest of the aliens minus Heatblast skid back as Big Chill landed. Opening his wings and revealing his full appearance, he crouches and lands a palm on the ground, generating pillars of ice that first trailed from his hand, going around in a circumference. The Pyronite then propelled himself into the air with a fire jet as the ice started to form a hollow ice sphere, making it shine as Heatblast's flames reflected light.

Cracking his knuckles, the fire alien smirked as he rolled flames around himself, using the motion to start rolling around like a ball inside the ice dome, making it shine even more. After a couple more seconds, the ice started to melt, forming water vapor as Heatblast and Big Chill landed, bowing as they flashed away.

"Here comes the next part!" Pesky dust then rolled his tongue again, making some of the crowd squeal in joy to the cute form.

Using his gravity powers to float up to the front, Gravattack lands. Curling his limbs up, some of the crowd started to whistle as he took on the form of well, a planet. The vapor started to circle around him as he placed them in an orbital track, spinning as Diamondhead walked up to the front. Slamming his arms down, a large pile of crystal emerged from the ground, creating a dazzling display of green crystals as the Galilean pushed the vapor onto the pile.

Furthermore, after the crystal pile was doused with water vapor, Chromastone walked behind it, assembling his own ultraviolet ray into the mixture. As it collided into the crystal pile, it shot up into the air, creating a rainbow coat over the night sky.

After the display held up for a bit longer, the aliens closed up their displays and morphed back to their Echo forms. Merging back to Echo 1, the lone Sonorosian tapped the dial once more, bringing out Ditto. Only this time though, he wore a tuxedo meant for a Splixson.

"Quite the fancy stuff!" One in the crowd whistled.

"HE'S SO CUTE!" A fangirl yelped.

Ditto walked forward and bowed, waving a bit before splitting into three. Performing a dance for around half a minute, the trio then stopped, taking a stance while looking out to the other floats.

"Now then!" Ditto 1 started.

"We have a special event for a particular person!" Ditto 2 joined up.

"Everyone, see up to the starry stars!" Ditto 3 then yelled.

Each of them then raised their arms up in the reverse L fashion, signaling the others to do so as the crowd started to cheer immensely. As Laxus started to walk away, he stopped, turning around to see his signature hand gesture done by every member in Fairy Tail. Taking a moment to view the sight with an agape mouth, tears started to flow down his cheeks as he continues to watch.

"Grandpa…" He sniffled.

'… _Even if I cannot see you, even if we are hundreds of miles apart from one another, know that I will always be watching you. I'll watch you forever my grandson…'_ Makarov announced.

As if he heard his words, Laxus begins to walk away, continuing to weep a stream of tears. _'Yeah, I know Grandpa… Thank you.'_

Natsu then blew more fire into the air, encouraging the crowd to continue in the parade with even more vigorous celebrating as the floats continued to display their sights to the crowd.

"LET'S KEEP THIS PARTY GOING! I'M ALL FIRE UP NOW, SO COME ON PEOPLE!" Natsu then cheered as he caused the crowd to yell in unison…

* * *

 **…**

A few hours after the parade ended, the festival energy still busted throughout town as the celebrating continued late into night. Landing on the rooftop of the guild building near the large bell, Jetray reverted back into Ben, who was still wearing his Fantasia outfit.

Sitting on the edge, the wind blew with a gentle breeze as he watched the ever so continuing lights shine through the town. A moment passed, and a figure appeared behind him.

"You wanted to see me?" Mystogan called out from behind.

Turning his head around, Ben smirked. "Oh, didn't think you would come at the exact timing." He chuckled.

"You wanted to speak with me?" The blue haired mage persisted. Ben nodded.

"Not much of a conversation, but just a confirmation really. I have a hunch that your answer is going to be important in the near future." He shrugged.

"And what is it that you wanted to ask?"

Raising a single finger, he smiled. "Just one thing. You're from an alternate dimension aren't you?"

Mystogan's eyes widened, but under his mask he smirked. "Yes. I wish that you keep the fact a secret though."

"Will do, I think we can trust each other as fellow world travelers." Ben smiled. "You aren't going to stay for the festival though?"

"No, I have business needed elsewhere." Mystogan turned around.

"Heh. Good luck then, wherever you go." Ben then raised a hand. Returning the gesture, Mystogan vanished once more, leaving the boy by himself.

Taking one last look at the light works, Ben stood up, readying the Omnitrix. Pushing the core and transforming into Big Chill, the Necrofriggian flew across the town, enjoying the scenery as the last moments of the annual Fantasia Festival came to a close…

* * *

And there we have it people, the conclusion to this amazing Arc. I had a lot of fun introducing a few more of the new alien forms, as well as some of some of the redesigns of the others. What do you guys think of this ending?

So, this is the last chapter for this Arc. This is the final moment for submitting your entry for the winner of the Miss Fairy Tail Contest. Leave a comment or review regarding your choice for the winner and the reason why!

We finally have 200 favorites and followers for this story. The first chapter has nearly 15,000 views on its own, so thanks so much for the views! I also have a Deviantart, so please check my profile for the link and check my crappy ass drawings!

Once again, if you like to review/comment, please, I encourage you to do so. I like the advice that you guys provide, it helps me to correct the mistakes that I might make, and it may give me ideas for future parts!

A few parts were inspired from other cartoons. The Big Chill and Heatblast thing was inspired by an episode from Pokemon, where those two pokemon (I can't remember for the life of me, did a combination with fire an ice). Some other references were made from a few games, so shoutouts to those great inspirational ideas.

Anyhow, that's all I wanted to say. So, without further ado, I'll see you guys all the in the next part of The Null Fairy! Shooby da doo and toodle a doo everyone~!


	29. An Encounter? Mischief? Darkness?

Yahallo! How's it going everyone?

Here's another part for this story. I…announced the results of the Contest in this chapter, please don't kill me for the choices!

 **Sean Bruce:** I was actually going for a whole different thing, A To-Love Ru story actually. No hate, idk.

 **Traveler-who:** I _maaaaay_ consider that song, but Alien Swarm was kind of a turn off for me, so it's a 50-50.

Anyhow, that's all I wanted to say. I hope you all enjoy this oneshot mix of episodes 49, 50, and 51!

And as always, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support their official releases, and happy reading to you all!

* * *

 **Chapter 29:** _An Encounter? Mischief? Darkness?_

A week had passed since the end of the Fantasia Festival. The town returned to its peaceful self, with as much tranquility it could muster before Fairy Tail did something to screw it up again.

The biggest news naturally was that of Laxus' expulsion from the guild, coming as a great shock to everyone. Naturally Natsu had complained a bunch for his comrade, but even so, he could not change the fact that it happened.

Some people thought that the reason why he was attracted to him was because Laxus was a Dragon Slayer, much like himself and Gajeel. However, that proved to be false once Makarov told them the truth about Laxus' condition. Revealed to have been implanted with a lacrima infused with Lightning Dragon Slayer Magic by his father Ivan, it surprised everyone even more.

Naturally, it wasn't all bubbles and frilly happiness. The Master had felt it was his responsibility to take care of the actions caused by his foolish grandson, so he actually made a bold decision and tried to retire as the Master. With some help from Freed and Ben however, they managed to convince the old man to retain his title.

In actuality though, the entire Thunder God Tribe seemed to be getting along greatly with the rest of the guild members, becoming a bit more sociable between the groups. Ben and Bickslow, along with Happy, had a fun time teasing Lucy with her relation with Loki. They had gotten into the habit of rolling their tongues, much to the annoyance of the blonde.

But with recent events that targeted the attention of some of the members, Erza had remained alone for quite some time after the discovery of Mystogan's identity. Even after asking Master Makarov for any information regarding him, practically nothing was traceable regarding the records of even a single event that the masked mage was involved with, bringing great curiosity to her as the memories of Jellal came into play every so often…

But even about the recollections however! It was time to reveal a certain resulting from a long awaited time. People gathered along the side of the guild, looking at a single board that displayed the words:

" **The result announcement of the Miss** _ **Fairy Tail**_ **Contest!"**

As Mira came up to pin it to a board, hordes of members gathered in front of it. Ben looked from the side as he sat on a railing, chuckling weakly. He had wondered who had won, since he probably thought that the members in the contest wouldn't forget that 'extra reward'. He sighed in worry, wondering if he would get the better draw of the group. All and all, he just hoped that he didn't get Cana as the winner. The mere thought gave him goosebumps as he rubbed his arms uncomfortably.

"Ok…let's see who has won…" He muttered as he looked above the heads of his fellow guild mates, trying to see the rankings. He noticed that there were only three places, so he gave a sympathetic thought for whoever was last.

Going up from the bottom, third place belonged to…

"Ah, third place goes to **Levy**!" Jet and Droy shouted out. "Damn it, why the hell wasn't she first?!"

' _Not to talk smack, but I think it's because she's not as…developed…'_ Ben mused as he gave a sympathetic chuckle. He thought of the reason why Levy got third. It was most likely because she was the only one who didn't go for the appeal with changing clothes, but actually tried to use her magic in a more unique way compared to the other participants.

As the eyes came up to second place, their eyes widened at the result. There had been two winners tied in for second place.

"Ho ho, this reminds of the old times." Wakaba chuckled as he tipped his cigar.

"Never thought that **Erza's** performance would match up with **Juvia's** though." Macao ruffled his air.

"Oui." Reefus nodded in agreement.

"I guess both were visibly charming, a high divide between swimsuits and fashion of the ladies I guess." Ben shrugged.

"Anyhow, let's see who's in first." He then said as he looked over once more. Looking at the top, the name decorated in silver coating was none other than…

"Hey, it's **Mira!** " Happy then yelled as he floated near the Omnitrix wielder.

Ben sweat dropped. "I wondered how many people actually like Mira's performance. It was more humorous than appealing if you ask me." He chuckled weakly.

"I liked it though!" Happy responded as he landed on Ben's lap. "Ah shut it cat, you only liked it because it was your face on Mira's body." He gave him a crooked smile.

"But that's what makes it so good!" The blue cat snickered, making the boy sigh as he petted his head.

"Guess that settles it. By the way, I'm still kicking your ass, along with Gray's and Natsu." He then glared evilly at the cat, making him flinch.

"A-Ah! Why's that for?" The cat stuttered while sweating a little.

"Don't think I forgotten that it was you three who thought of the idea for making me a judge." He huffed. "I'm going to wait until you three are together, so get ready…"

That sentence made happy gasp out comically as he laid on his lap. "Please have mercy…"

"Heroes _always_ die!" He retorted with an evil grin, making him cry out comically as the crowd continued to react towards the results… Although Ben did give a sympathetic look to a certain blonde as she reacted with shock, slamming her head against a table in sadness…

* * *

 **…**

"Sorry for your loss Lucy." Ben patted her on the back as she continued to cry out.

"My rent…" She whimpered. Chuckling a bit, Cana comes in, sitting next to her. "I wish I had a boyfriend…"

"That's…quite the subject change." Ben blinked a few times in surprise.

"What's with you all of a sudden?" Lucy asked as the two women slump over on the table. "They say people start to feel insecure when they've been single for too long. I think I'm starting to understand that feeling…"

Lucy blinks, but then her face flusters red, making Ben's expression go up as he learned of a potentially useful fact.

"Oya?" He smirked like Happy. "Now why are you getting all flustered for Lucy?" He then asked as he leaned his head against his arm.

"N-Nothing…" She averted her gaze. Cana looked at Ben, and then realized what he was going with.

"Heeeeh…? How many guys have you gone out with?" She then asked with a grin.

"…T-Three…?" The blonde continued to look away, making the two brown head's grins go wider.

"Ahahah…that's quite the lie girl." Cana then snickered, making Lucy slump over again. "Haven't you ever thought about getting a boyfriend?"

"Y-Yeah…sometimes, not that much though…" She admitted. "…But I think I'm pretty clue—"

"HEY, CHECK IT PEOPLE! THIS CUTIE'S NEVER HAD A BOYFRIEND BEFORE!" She then shouted out, making Lucy flail her arms in embarrassment as Ben takes out a recorder from his pocket, grinning with a troll face as he recorded the embarrassing scene.

"C-Cana!" She fluttered about. The Card mage then grabbed her shoulders, looking at her with a straight face.

"Rest assured my girl." She then smiled. "My cards have foreseen it." She then lifted one of her cards up.

"Foreseen what?" Ben asked.

"That today, Lucy will have a fateful encounter." She answered the boy, making him hum in curiosity. The three then notice Erza running past them while wearing a dress.

"Huh, Erza? What's with the fancy dress?" She called out while standing up from her seat. Turning around, the red head looks back at her. "I need makeup!" She merely shouted as she ran again.

Gajeel swiftly skid by, wearing a white tux while playing an electric guitar. Lucy shudders as Ben looks at the two with a cocked head.

"What's going on now?" Ben wondered. Hearing Mira giggle, the two turn around to find her walking towards them.

"Didn't you know? A reporter from the Weekly Sorcerer Magazine is coming by for a story!" She giggled, making Lucy whack out for a moment.

"WHAAAA?! The Weekly Sorcerer?!" She exclaimed while holding her cheeks.

"Some kind of celebrity magazine for wizards I suppose?" Ben turned to Mira, making her nod.

"Yep. The Weekly Sorcerer comes out every Wednesday, dealing with any news relating to magic, be it brand new magical discoveries, guilds, and of course… There's the gravures!" She smiled, making Ben flinch.

"So a pervy man's magazine…" He muttered as he sweat dropped.

"But wait, they're COMING HERE?!" Lucy continued to freak out.

"The reporter said he'd like to come over to Fairy Tail to write a special article about us!" Mira then announced to them.

"Eh… I never did get magazines and the such." Ben grumbled as he folded his arms.

' _But wait… Special… Interview… THE FATED ENCOUNTER?!'_ Lucy screamed in her mind, beginning a day dream of her so called 'fated encounter', since the reporter was going to be a male. Thinking of the typical situation in which she would attract her significant other using her charms, her mind flooded with obvious thoughts, making Ben and Mira chuckle as she begins to laugh uncomfortably.

"Natsu, Lucy's acting wacko again." Happy blurted out as he tugged on Natsu's coat.

"Probably from the pressure of having to pay her rent again I assume." Gray popped into the conversation while sighing.

"I CAN'T WASTE ANY TIME!" She then yelled, zooming out of the guild hall. "I guess she's really going to get into this whole interview thing." Ben leaned back on his seat.

"Ara. Are you looking forward to being interviewed yourself Ben?" Mira then asked, making Ben frown a little. "Not really my thing…" He pouted, making her chuckle mischievously.

"But since I won Ben, you have to follow all of my orders for a week…!" She then emphasized on the last part, making the boy shudder a bit.

"F…Fine…" He then gave in finally, making the white head giggle…

* * *

 **…**

As Lucy began to 'appropriate' herself for her ticket to paradise, the guild acted as it normally would have. Natsu and Gray were bickering as usual, and Cana and Ben were striking up a chat while the boy tinkered with the blue waves, wearing a pair of goggles as he banged the device with a small hammer.

Erza returned while still wearing her dress, making everyone sweat drop a little as she ran around the place. A short while later, Lucy returned with a somewhat confident look.

"Oh, she back." Ben noted, making Cana snicker as she took a gulp from her mug.

"Oh Erza, I'm back. What were you doing up until… Crap, I forgot to purchase the—"

"OH! It's TITANIA!" A boisterous voice yelled from behind her.

"Geh." Ben flinched as he frowned. Darting around his eyes for Mira, he quickly hid under the table that he was with Cana. The drinker looked down, and then backed at the entrance.

"Oh my heavens, it's really her!" The voice continued as he started to overreact, making Ben slip his tongue in annoyance. "THIS IS SO COOOOOOOOOOOOOL!"

Revealing himself, he was a blonde man that wore a pink shirt and blue jeans. Having a pair of sunglasses and a white bag wrapped over his shoulder, his main feature jumped into his hands; a camera.

"Geh, here comes the media…" Ben grunted as tried to conceal himself.

As he continued to yell 'cool', Erza and Lucy look back at him, wondering who the hell this guy was. Mira then came up from nowhere, making Ben shiver as she revealed his name, Jason from the Weekly Sorcerer.

As everything settled down, Jason began his extravagant of an interview, starting with Erza. He was actually more interested in her 'knightly' appearance, requesting her to change back to her normal armored attire, as it suited her 'true' self.

Taking a few pictures while asking her questions, Lucy tried to get his attention. To her dismay however, it was like Jason didn't even know Lucy existed, making Ben envious of her lack of paid attention, while all the while the blonde was reacting in shock to being ignored completely.

"So, how many re-quips can you do?!" Jason asked.

"Over a hundred." Erza answered, making Jason's eyes flickered as he took down more notes. This actually interested Ben, as the thought of so many sets spawned an idea of what Upgrade could do to them, if the armors were in any way mechanical of course. Though he was sure that knowing Erza, she probably had something at least remotely related to that.

As he continued to interview Erza, Lucy belittled herself in her state of worthlessness, earning a well-timed snicker from Happy. Retorting against him, Jason suddenly appeared, making both of them, and even Ben, startled a bit, as Lucy was sitting near where he was hiding. By this time, Cana had already moved out of the table way, leaving him alone.

"Happy! Why are you always so blue?" He asked, making Ben face palm.

"Serious guy, what the hell kind of question is that?!" Ben grumbled as Happy answered with him being a cat as the reason.

"Oho! It's GRAY in the flesh! What a wonderful opportunity!" Jason suddenly yelled, knocking away several benches and tables. Ben squealed as his cover was blown, with Mira spotting him instantly.

"Crapbaskets…!" He winced as Mira skimmed closer.

"Oooooooh Beeeeeen…" Mira called out. "Grandpa Max, I seriously regret not eating that dung beetle stew of anti-scariness…" He croaked.

"Huh? Who're you?" Gray blinked as Jason ran towards them. "He's the reporter from the Weekly Sorcerer." Juvia answered as they turned to face him.

"You must be Juvia! Oh Gray, why do you always take off your clothes?" Jason suddenly asked the ice mage, causing him to stand up from his seat as he angrily retorted against him.

"Gray-sama, your pants!"

"CRAPBASKETS!" He yelped. Lucy tried once more to gain Jason's attention, but to no avail, trying to use her charms once more as Natsu sniffed the air, recognizing Jason.

"You're the DAMN REPORTER?!" Natsu raged as he toppled tables, running towards Jason.

"AAAAAAAH! IT'S NATSU! THE VERY AND ONE AND ONLY SALAMANDER IS IN MY EYES! WHAT A DREAM CATCH, HOW COOOOOOOOOOOOOOOL!" Jason started to go haywire at the sight of the Dragon Slayer as he came closer.

"What the hell man! You're the crapper who's always writing those nasty reports about me aren't ya?! Why the hell man?!" Natsu raged as he smoked fire from his throat.

"YES!" Jason replied proudly, ticking off Natsu as he started to bark about his 'hateful' reports more. Eventually, Jason went as far as to ask Natsu for a handshake, causing the pink head to go to a neutral expression, before slugging him in the face and causing him to spin around.

"To hell with that! Shut the hell up man!" Natsu shouted.

"So… Cool! It's the best handshake I've ever gotten in my life…!" Jason squealed as he wrote more stuff down on his memo pad…

* * *

 **…**

Eventually, Natsu cooled off, giving Jason another chance to interview the rest of the guild members. Starting off with Elfman, he worked his way through the Shadow Gear, Cana, and Master Makarov.

"Master Makarov! Dare I ask you for your opinion or hopes for the future of the guild!?" He bowed down before the old man as he stroked his mustache.

"Augh…er… To uh, uh devote ourselves to the prosperity of the peaceful times of love and justice of course!" He blurted out, not being able to have enough time to come up with a decent answer.

"Liar!" Lucy retorted!

Interviewing the Thunder God Tribe next, Lucy tried to get his attention as he continued his misadventures through the other various members of the guild.

Eventually, she got so desperate, that she deliberately wore a bunny suit as she ran to the stage. Trying to gain his attention by using the stage light, it actually only brought in the upcoming of Gajeel of the Steel Guitar, dragging Jason's eyes not to her, but the guy in the nice white tux!

"He's here! The one and only Black Steel!" Jason cheered as he ran up.

However, people started to flinch as Gajeel started his awkward singing, making everyone back up. Jason however, commentated that it 'felt like a lightning bolt shivering down my insignificant spine that I call a human skeleton!', words precisely and accurately recorded, see said person for details.

From the back of the guild, Mira giggled, but then noticed as Natsu's eye twitched from the singing. As he ran in to punch him in the face, she let Ben go from her capture, untying the young man as Ben gasped for air.

"M-Mira, please don't do that again…" Ben mumbled.

"Yes. Do you mind getting some things for me though? It's a list of gifts that I think Jason would like. Also, mind sparing me an Echo Echo for a bit?" She asked with a smile.

"Uh…sure." He gulped as she handed him a sheet. Activating the Omnitrix, he quickly dialed and transformed into Echo Echo. The Sonorosian made a copy of himself, leaving an Echo behind as Echo 1 left the guild.

"You mind taking the situation down a notch Ben?" Mira then pointed to the two Dragons. Echo Echo sighed as he tapped his Omnitrix dial, morphing into a new alien.

As the green light vanished, Echo 2 was replaced with a mechanical humanoid like being with bluish-purple like skin and green eyes. Wearing a gray outfit on his entire body except his head and shoulders, he wore white gloves. Nozzles were present, with two on both of his arms, one on each of his shoulders, three on the rim in between his shoulders, three on his head, one on his back and one in the center of his posterior. On his stomach was a window, in which green gas was seen swirling around. White and green accents were seen on the ends of his arms, shoulders, and feet, with the Omnitrix dial on his, well what appeared to be a gas mask, with the Fairy Tail emblem on his left shoulder.

"Oya, what's this form?" Mira wondered as she cocked her head.

" **Gutrot**. Mind scooting back a little Mira? Could get a bit stuffy in here." Gutrot glanced back. Nodding, the white head backed up a bit as Gutrot started walking up.

Hearing his footsteps, Natsu and Gajeel, along with Jason, gazed upon the new form.

"Alright fellas, why don't quit the party while you're still ahead?" He pointed to them with his gruff tone.

"Oh come on! The parties' just getting started!" Natsu retorted as he slapped Gajeel, making the iron mage gruff as he elbowed his face.

" _*Sigh*_ Fine, then I'll have to show you a _tear_ able time then." Gutrot punned.

"Lame!" Gray shouted from afar, making Gutrot's eye twitch as he held his arms out.

"Whatever. You're pumped about something too much though." He did it again as a light green smoke expelled out from his nozzles, though sounding like a fart as he did so.

"Wha-The hell is—"

"MYYYYYYYYYYYYY EYES!" Gajeel and Natsu yelped as they rolled about on the floor. Gutrot nodded, satisfied at his result, before flinching at a pair of glimmering eyes that focused on his soul.

"Oh. My. God. Is it really you? IS IT REALLY YOU, THE ONE AND ONLY NULL FAIRY?!" Jason screamed like a fangirl, making Gutrot back up as he tapped the Omnitrix dial.

Replacing him with Spidermonkey, the Arachnihchimp growled as he shot a web shot back, pulling him back onto a wooden pillar.

"Oh! So it is true that you have some awesome forms! How does it work?! What do you really look like?!" He suddenly asked, making Spidermonkey flinch.

"Miiiiiiraa…!" The monkey alien whimpered out. Mira wiggled her finger, making him sigh as he reluctantly set himself down, tapping the dial and reverting him back to a Ben.

"Oh, so this is how you're like! Those brilliant emerald eyes, that dazzling brown hair!" He quirked as he took a photo of Ben, making him wince.

"Do you know that many young mages look at you as an inspirational figure? They see you as their superhero!" Jason suddenly blurted, making Ben's face a bit red out of embarrassment. The word superhero wasn't exactly one that someone would use, and to say that people idolized him like that…

"And girls refer to you as boyfriend material!" He added him, making Ben do a spit take as his face went cherry red.

"W-What?! Boyfriend material?!" He blurted out as he backed away. Mira squealed from her little brother figure's embarrassment, with a bunch of other members snickering at the amusing scene…

* * *

 **…**

Back with Ben Prime, he was kind of in a rush, as he felt that his copy was in danger somehow. Taking a moment to change into Big Chill, the Necrofriggian quickly flew over to the address that Mira specified, landing in front of a building that had two night lamps between it.

Reverting back to Ben, he quickly ran in, opening the left door just as someone opened the other. Not noticing the other person completely, all he saw was blue hair, which reminded him of a certain girl as the other person's gaze at his hair triggered a thought of her own.

The doors quickly closed though. The two looked at the door that blocked their view, but turned around a second later to attend to their business. The girl sniffed the air, blinking as her ears perked up.

"There's that smell again… It's just like his. Does he live around here?" Wendy wondered as she walked off with a bunch of small bags, which were filled with gifts presuming.

Time passed, and Ben got what he needed. Quickly changing into XLR8 and dashing back to the guild entrance, he saw his other self waiting for him. Stopping in front of him, he asked him what was wrong. The other him whispered the interview, making the Kineceleran blink before his face went red as well. Both then reverted back to their Echo forms, and then remerged back to one, keeping the talk between themselves, and the ones who _happened_ to overhear…

* * *

 **...**

Walking back into the guild, the rays of sunset glistened. Lucy returned with a swell expression on her face as she sipped on a drink. Natsu, Happy, and Ben walked over to her while she continued to dwell in her daydream.

"I got a date…" She hummed.

"What's with the scary expression?" Natsu retorted quite blunty.

"Scary." Happy added.

"Can you guys ever learn how to read the mood?" Ben sighed as he face palmed.

"Wha? This is the same face that I always have for your information!" Lucy panicked a little, not noticing them until Natsu rudely catted into the fantasy.

"Whatever. Let's do some work!" He grinned. Happy 'Ayed'. Lucy blinked, wondering what they were on about.

"We hafta get to the client's house by the next morning, and that's the latest!" Happy responded. Ben nodded in agreement. "We'll be taking a night train to get there in time."

"But right now though?" She frowned. "I can't."

"What's up now? Don't you always complain that you don't have enough money for your rent?" Natsu groaned.

"Well…yeah, but today's a no go." She replied, making the pink head and cat sigh in despair as they walked off. Natsu dragged Ben by his hood as the boy sat with a blank expression, wondering why he was being pulled off like this.

"What's with all the dejection?" Lucy flinched. Mira giggled once more as she turned to her.

"After Jason left, Natsu and Happy were thinking about going on a job with you ya know? They were really excited too." She stated.

"Eh? But why?"

"They said that they found the perfect job for you and your rent, even if it wasn't much." She answered her again.

Lucy's expression went down as she heard their reason. Looking at a nearby clock, it was ticking a quarter to nine. Wondering if she should go off towards her date, she exited the guild hall with an unsure expression.

Walking around in a seemingly random path, she continued to do so for a few minutes, with the scene flickering back and forth between her and a café that was filled with yellow lighting. A man reading a book sat at a table, probably waiting for Lucy.

Minutes started to pass, and trio reached Magnolia Station. Ben watched as his two friends stared outside their window, hoping that their blonde friend would come.

"Guess she isn't…" Natsu started.

"On the contrary, I'm here!" Lucy then said, popping in front of them. Ben blinked as he fell back, startled by her sudden appearance as he laid on his back, which was placed on the other side opposite of Happy and Natsu.

"I thought you had a date with someone though?" The Dragon mage blinked with confusion.

"Nah. So what's this mission that you guys wanted to introduce me to?" Lucy sat next to Happy.

"It's a perfect one. And the pay is exactly 70,000 jewels! It's exactly what you need for a month!" Happy raised a paw.

"Yeah! If your house was torn down, where would we exercise?" Natsu grinned, making Ben grunt as he sat up.

"Is that all you care about…" He chuckled sarcastically.

"But anyways… Thanks!" Lucy grinned…

* * *

 **…**

As the train started to roll in the late night plains, Ben got up from his seat. Looking over to the seat next to him, Natsu was beginning to hurl, making him sigh.

"I'm…gonna get a drink." He pointed to another part of the train.

Walking off to the end of the train, he paid a vending machine for a quick bottle of juice. Wanting to sit back and enjoy the ride without the noise of a Dragon Slayer hurling, Ben went to the back seats. He had a small pack with him, so he took out a few things from inside; a blanket, and a large sleeping mask.

"Might as well get some shut eye…" He yawned as he sat down. Putting on his mask, it practically covered up his entire face, leaving only his mouth exposed. Placing the piece of fabric on him, he quickly fell into a slumber as the train door opened.

Wendy walked down the aisle way, carrying a tall stack of gift boxes. As she cruised through to Team Natsu, she took a moment to look at Lucy, before continuing on. Lucy felt her gaze, and in turn looked back as the young girl walked to the back of the cart.

Reaching the end seats, Wendy smiled as she placed her gifts down, taking a breather as she sat down on the same row as Ben.

"Yay…finally done with the gathering. My feet are a bit sore…" She sighed as she rubbed her ankles. Then, out of the corner of her eye, she glanced over at the sleeping Ben.

"Woah…I guess people are dedicated to their sleeping comfort." She noted. Noticing the familiar brown hair, she took another moment to gaze upon the sleeping Tennyson.

"That brown hair… It's so familiar. Just like his… That's not him is it?" She narrowed her eyes. "…No, it couldn't be… W-What am I thinking, fantasizing about him this late at night…" She squealed as she held her cheeks. Her face puffed red at the thought of her green eyed companion as she and the others continued their ride…

* * *

 **…**

Sometime later, after that seemingly eventful time with the Weekly Sorcerer and the mission that Ben had gone on with the others, life seemed to return to normal at Fairy Tail once more.

This time, Ben was tinkering with a new device. When he and Natsu were talking about some past fights, he mentioned that one time when he and Gray fought Fukuro, the owl man thing back in the Tower of Heaven. Telling him that the guy flew with a damn jetpack, it actually sparked an idea in the young man's mind.

With the set in mind, Ben traveled all around town, using Gray Matter's intelligence to first plan out an idea for what the thing would even look like. After doing that, it was simple as zooming as XLR8 around town, paying for parts using Petrosapien crystal as payment.

After returning back to the Guild Hall, he immediately began his work. Emptying a bag full of materials, Ben quickly turned into Gray Matter and dove into the pile. As he was working, the other guild members chattered/goofed around, with Gray Matter muttering nonsense, glancing over at the foolish crowd reacting to Natsu dancing like Plue.

Mira then noticed Gray Matter. Walking over to him as a few pieces of junk flew around, she sat in a chair in front of him.

"What's that you're working on Ben?" She asked with a curious look.

Gray Matter continued to mutter things for a bit, until he noticed Mira's large eyes staring at him. Jumping back, he yelped.

"AH! Oh Mira, what is it?" He coughed to regain his composure. Once again Mira repeated her question, making him smirk as he gestured to his work in process.

"I'm working on a new project! Utilizing lacrimas in a way that makes them expel energy at a constant output, I'm planning on developing a working jetpack!" He grinned, making Mira hum.

Continuing his work till it neared night, Ben finally bid way to his hideout, continuing to tamper with it until the next day…

* * *

 **…**

The next day, it was then that Ben started to notice some things going on. Glancing at Mira, she seemed to be enthralled with the idea that Natsu had the hots for Lucy, much to the boy's confusion as he looked over at the said duo. It was more like he was asking for a favor really than flirting if you asked him.

After brushing him off, Gray cornered Natsu, regarding his recent laziness in taking a job. He knew it was going to be a fight again, so he quickly tried to rush over to a side in which they wouldn't be fighting at, but then…

As Natsu seemingly canceled their fight, he once again asked Lucy for something. Ben couldn't hear what he said, as it was kinda blurred by the angry yelling of Gray.

From behind a pillar, Juvia pulled out a suspicious potion. Popping the lid open, several purple bubbles floated to the top. Aiming them at Gray, she attempted to blow the particles at him, but to no avail as he started to run after Natsu, so instead it went into Makarov's nose, making him sneeze.

Pouting, she tried a few more times, but she kept on landing successful hits on the other members of the guild rather than Gray, much to her frustration. But when Gray took a moment to yawn, her eyes flickered with an awe inspiring flame as she blew another douse.

As she did so, Ben walked beside him, accidently taking a whiff as they both yawned. Ben didn't show any surface reaction as he kept his eyes closed, walking towards the entrance way as Gray seemingly looks in her direction.

 _'Oh! I did it!'_ Juvia squealed as she looked at the ice mage. As he started to get closer, her fantasies started to get a little overboard, until…

"Grr… Why are you always flying around without a care you damn cat?!" He suddenly yelled at Happy, causing him to spit the fish he was eating as a pinkish aura surround Gray.

"The hell?" The cat flinched.

"I'm strong, but I can't fly! You're weak as hell, but you can fly! THAT MAKES YOU MY RIVAL!" He suddenly declared.

"What are you going on about now Gray?" Warren asked with a confused face.

"Happy, I challenge you to a death match!" He pointed at the shocked cat. "Natsu! Save me, Gray's acting strange!" Happy yelled as he flew away.

Over with Wakaba and Macao, all of a sudden they started fighting as well, causing Warren and Max to become even more confused.

"THE HELL?!" They both yelled, only to look over at Makarov, who was trying to declare war on a mug of sake. "M…Master, sake isn't a living thing." Warren sweat dropped.

"I won't lose! I won't drown to the likes of you!" The old man yelled, now beginning to chug the drink down.

The two then started to freak out as Erza declared a pillar a rival, and especially when Mira tried to challenge Erza to a fight, reminding them off of her old self.

Ben hiccupped, finally opening his eyes as he yawned again. Only compared to the rest of the guild, he wasn't staring at just one thing, but rather, he was looking at _everyone_.

"…I have a sudden feeling. I really want to…FIGHT!" He then yelled as his eyes widened. The aura surrounded him as well, freaking Warren and Max as Juvia looks back at Gray.

The ice mage took the cat to the rooftop, in hopes of challenging him to a test of flight, much to the cat's chagrin. She wondered what was wrong with her potion as a massacre started to unravel in the bottom floors…

* * *

 **…**

"FIGHT ME MASTER! I'VE NEVER DONE A DRINKING MATCH WITH YOU BEFORE!" Cana yelled at the non-stop chugging old man.

"MY RIVAL IS THIS SAKE, NO ONE ELSE!" He retorted, making her eye twitch as she tried to beat at drinking sake.

"3 on 3, but don't think you can take the THUNDER GOD TRIBE!" Freed yelled at Levy. It wasn't an actual battle actually, since all they did with the opposing team was a posing battle.

Over with Elfman, Warren and Max shrugged as the large man cried, because apparently there was no one man enough to be called a rival, making them sigh in relief.

Back with Wakaba and Macao though, the two thought they would be fighting with their fists, but instead, they were fighting each other by comparing their last paychecks.

"Don't they get the same pay though?" Max asked.

"Yeah, since they are partners. They work on the same jobs together." Warren added.

"I'LL FIGHT EVERY LAST ONE OF YOU!" Ben yelled, grabbing the attention of the two again.

"Crapbaskets… Forgot about Ben." Max yelped.

"Let's try to keep _him_ from breaking the hall. I think he's more dangerous than anyone else here…" Warren chuckled weakly, adding it in with Max's worried smile.

Much to their horror, Ben activated the Omnitrix, making them freak out once Ditto flashed and appeared in his place.

"NOT THAT TRANSFORMATION! ANYTHING BUT THAT!" They both yelled as Ditto spliced up and started to roam around the room, trashing everything in their wake. It started to get even worse once they started to transform into different aliens, causing even more of a havoc once the affected members got into fights with Ben's aliens.

"FIGHT ME!" The aliens yelled violently as they began their assault. Interrupting the 'fights' of other rivalries, fire was spread, ice was launched, people were kicked around, and clangs of metal from a certain Re-quip mage echoed the guild's halls.

"LEMME TELL YA SOMETHING MIRAJANE STRAUSS, ELDER SISTER OF ELFMAN STRAUSS, RATH IS DECLARING YOU HIS RIVAL!" The crazed Appoplexian shouted as he leaped towards said mage.

"PUUUUUUUUNCH!" Mira yelled as she and Rath clashed fists together.

From afar, Elfman couldn't take it anymore himself, Take-Overing to join in on the action. Fighting with Mira and Rath, Erza switched to her Purgatory Armor, shocking Max and Warren again once she started whacking the pillar with her giant spiked club.

"Erza stop!" They both pleaded. "Ben please, stop with the onslaught as we—"

Interrupting them however was the spraying of water from Water Hazard, who was laughing uncomfortably as he spun his body around, hitting anyone who dared to be in his line of fire.

The havoc continued for a while, with some of the aliens reaching the rooftop. Happy flinched as he and Juvia notice a trio of Dittos grinning at them.

"HAPPY, JUVIA, LET'S FIGHT!" They all yelled as they launched themselves at them.

"I'M GONNA FLY!" Gray yelled, making Happy snap his neck back for a second while trying to dodge the Dittos.

Swiping them away into the floor levels with a wave of water, Juvia pouted again as she tried to use the potion once more, only this time it powered up Gray even more.

A thunderous purple aura crackled around him, turning him into a crazed person, causing Happy to remind himself of Natsu, cause it damned well be a copy of him in front of him if that was the case.

As the ice mage starts to strike out some bizarre poses while speaking more nonsense, the Ditto's start to climb up the walls of the guild, making Happy's eyes pop out as Gray accidentally knees one of them in the face while attempting to 'fly', and by that he was running down the walls of the guild to begin a takeoff.

"Gray-sama!" Juvia did a spit take as Gray ran down. The Ditto he kicked managed to climb onto his back as a blood spurt from his nose trickled down.

"FIGHT ME GRAY!" He yelled as Gray jumped from the borders. Both Happy and Juvia yelled out as they then splashed into the ocean, making a large wave as they drifted along the surface of blue…

* * *

 **…**

The next day onwards.

Back in the guild, the potion's effect had run out finally, snapping everyone affected by it back to normal. Erza blinked as she looked at the pillar that she declared her rivalry against. Several swords were stabbed into it, along with some marks made from her rough blunt attacks.

Turning around, the rest of the collateral damage was revealed. There were scorch marks and frozen people all around the place. Several of Ben's alien forms were asleep in some bizarrely placed positions as the rest of the affect gang questioned their own actions as well.

Lifting their heads out from the counter, Warren and Max cried out tears of joy.

 _'Thank goodness…'_ They both cried out.

Back with Gray though, the ice mage floated on top of the waters near Magnolia, prompting Happy to try to wake up him and Ditto.

"Come on Gray! It's already morning!" He floated on top of him.

A wave of water swirled around his body, making Happy gasp as Juvia appeared next to him.

"Oh Juvia, nice timing!" He gave a thumbs up.

Leaning his head against her shoulder, Juvia holds Gray up as Ditto hanged off his lap.

"Oh Gray-sama, I'm so sorry that you had to go through this…" She muttered. "I'm sure the potion didn't work because my feelings for you weren't strong enough…"

"Eh?" Happy blinked. "Did I hear that right?"

As he said that, Gray started to groan, sitting up as he opened his eyes.

"…Huh? Juvia, what happened?" He blinked a few times while looking around.

"Oh! You're safe!" Juvia smiled.

"She liiiiikes you~…!" Happy rolled his tongue.

Gray blinked again, but then noticed where he was at. "Huh, I knew it was cold for a reason." He then said as he looked around him. "Didn't I tell you not to get me yet? How many times do I have to tell you?"

Juvia reacted with a shocked expression, slumping her head down.

"Oh… Juvia is shocked…" She muttered sadly. "But… No matter, even if it's not enough, Juvia can still…"

Taking the potion out again with a paranoid expression, Ditto starts to chap his lips as he yawns.

"Ugh… What the hell just happ—"

"JUVIA WILL USE THE REST OF THE POTION!" She yelled with an unpleasant smile, making Ditto flinch as she stuffed the liquid into Gray's mouth.

"The hell's going on now?!" He shouted, making Happy float down next to him. "Get ready for a rumble Ben."

"Wha?" He cocked an eyebrow, only to get lifted up as he hanged onto Gray, who was going berserk due to the drink.

"Juvia is over here Gray-sama~!" She said with sparkly eyes. Once again however, she was disappointed with her result.

"YOU THERE, YOU DAMN HORIZON OVER THE CRAPPING SUN!" He yelled, pointing across the water way, making Happy and Juvia go blank as he started to run across the water.

"YOU ARE MY RIVAL!" He declared.

"HOW THE HELL IS GUY RUNNING ON WATER?! WHAT IS HE, JESUS OR SOMETHIN'?!" Ditto exclaimed as he clanged onto Gray's back for dear life. A suspicious red beeping alerted the Splixson as his fins drooped down.

"Not again…!" He muttered…

* * *

 **…**

"Ben, we need Clockwork to—" Erza tried to say, only to get interrupted by the beeping of the Omnitrix.

By now, the aliens had all woken up, wondering what they were doing. The beeping of the Omnitrix made them all gasp as they reverted back into their Ditto forms.

"Not again!" They all yelled as they started to float.

"Quick, someone get the jetpack!" A Ditto yelled. Before he started to float as well, another Ditto quickly dived behind the counter, taking ahold of it.

"I GOT IT!" He yelled as he started to float up.

"This is your problem I guess guys!" He then said as he saluted the others, making them yell out in disbelief.

As they started to exit the guild hall, the Dittos started merging together, with the one holding the jetpack as the last one being left. As he started to fly, he spotted Juvia and Happy.

"HEY, WHERE THE HELL IS THE OTHER ME?!" He yelled at the two. Hearing the red beeping, the two turn around to see him.

"Over the Horizon." Happy pointed.

"The hell?! Is that a song or something?!" Ditto yelled as his voice trailed off towards the distance…

* * *

 **…**

A few days pasted, and surprisingly enough, Gray had landed with Ditto back on Galuna Island, where he was unironically already stripped down with Ben on his back.

"Why did I end up here for…?" He grunted with disbelief as several of the residents, particularly the women, fangirled over him.

"Why the hell indeed?!" Ben barked. Climbing off his back, Ben quickly finished his tinkering, putting on his jetpack.

"Anyhow, I'm leaving." Ben bluntly said, causing Gray to flip as he turned around, only to see him running.

"Oi, don't leave me behind here you damn brat!" He shouted as Ben groaned with an annoyed expression. Activating his jetpack, a green circle flickered near the exhaust point, creating a constant wave of energy that was enough to push Ben into the air.

"DON'T LEAVE ME BEHIIIIIIIIIIIIIIIIIND!" Gray cried out as he tried to reach out towards the now flying boy, who had an irritated look as he began his flight back towards Magnolia.

"Least I don't have to use the Omnitrix every time I have to travel by air now." He recollected himself as he sighed. Enjoying the gentle sound of the waves as he flew by, it was a calm moment for the boy as he began his flight back…

* * *

 **…**

So, with that incident being magically forgotten about thankfully, Ben and the rest of the guild returned to 'normal' once more, heck at this point, it really was like a Monday to Friday thing.

"The hell is this non-stop wreckage?!"

Shhhhh Ben… It is for the viewers!

"Whatever."

Heh. _Ahem_ , anyhow, back to the guild. _Surprisingly_ enough, nothing was happening at the moment. The merciful chattering of the members of the guild filled the hall as Ben continued to work on his pack, which was in need of repair after the long flight. It was just finished, so this time he had to reinforce it to suit longer situations.

"Ah, a day without a thing to worry about…" He puffed his chest out as he sighed with relief. Tightening a bolt, the footsteps of a person perked his ears as he looked over to the entrance way.

A person wearing a cloak stood by, making him narrow his eyes in suspicion as the person in question appeared to be taking a look at Lucy.

"Lucy? Is this what people call a stalker?" He blinked as he took out one of the Blue Waves, attaching it to his right arm.

Noticing the cloaked person's gaze, Lucy's head perks over as she talked with Natsu and Happy. When she did, Ben noticed the figure escaping from her sight, prompting him to do something once she said that she felt a pair of eyes staring at her.

 _'Perhaps I'll do some body guarding.'_ He glanced at Lucy. Gray took notice of this as well, making Ben notice the look in the ice mage's eyes.

Noticing the boy staring at him, Ben gestured his thumb over, as if saying 'Let's keep a look out?'. Nodding, the two proceed to wait for Lucy to exit, following her in turn…

* * *

 **…**

Night. Lucy and Plue walked along the sidewalk beside the water way, with the blonde humming about looking forward to working tomorrow with Natsu and Happy.

Continuing to walk for a bit, she felt the stare of the cloaked figure again. Turning her eyes, she noticed it peeking out from an alley, prompting her to walk a little faster. As she did so, she waited a few more seconds, before turning around. Once again, the figure continued to follow her, making her flinch.

 _'I-Is this what they call a stalker?'_ She gulped. Not willing to take a chance, she began to run, with the hope of escaping her assailant.

From afar, Ben and Gray stood on the rooftop of a building, their eyes hawking down as the figure appeared behind Lucy, calling her out.

At first, she tried screaming for help, but then the figure unraveled _his_ hood, revealing him to be…

"Father…?" She blinked. "Why are you here for? Wait, what's with your clothes?" She then asked, astounded by her father's appearance.

Closing his eyes for a moment, June sighed. "Heartfilia Railways was confiscated from me." He admitted, making her gasp.

"What?!" She blinked.

"I lost everything… My company, my house, my money, absolutely everything…" He averted his gaze up. "The property was taken away you see, as it was all used as collateral." He started to explain.

"W-Wait, what about the house?! What about mama's grave?" Lucy suddenly asked. June nodded, handing her a slip.

"It's been relocated here." He said as he handed it to her. "…But to think, all of that wealth, depleted in an instant. Where did I go wrong…? All the years of my achievements, the very same wealth I put above, even above my own family!"

"It's laughable, what the hell!" He yelled as he started to laugh uncontrollably. Ben and Gray jumped down from the rooftop, walking closer while hiding away.

"So, why did you come here for?" Lucy redirected the subject, making him cease his laughter.

"To see my daughter, Lucy." He answered. "But why now?" Lucy clicked her tongue.

"I wanted to see you one last time, before I head to the town of Acalypha." He shook his head.

"Acalypha?" She blinked.

"A place that's a bit west from here." He smiled.

"…But, I need one thing Lucy."

She blinked, before gasping at his request.

"I need money. If you can give me 100,000 jewels I can—"

"IS MONEY ALL THAT YOU CARE ABOUT STILL?!" She yelled. "What the hell are you spouting out from that mouth of yours?!"

"Money! I've even put my own pride to make myself beg for it! Now enough, give the money!" He demanded, making her even angrier.

"What the hell are you saying…" She grunted.

"Is this how you treat your father?!" He then yelled, stepping over the line. Responding to his yelling, she swiped an arm across him, making the tall man flinch.

"…Didn't I already tell you this before? Fortune isn't going to be awaiting for me, nor is it going to be for you Father!" She barked.

"Lucy!" June tried to call out to her, but he was interrupted by her sharp cut off, using that moment to run off. Ben and Gray watch as June reaches out for her for a moment, before turning around and walking off slowly.

"Woah, that was a bit emotional." Ben noted.

"No kidding." Gray retorted. "Guess that solves the stalker problem."

"Can't be too sure though. Let's keep following her." The boy then pointed in the way that Lucy ran in. Gray shrugged in response as they follow her again…

* * *

 **…**

Approaching her apartment, Natsu and Happy stand guard in front of the place as Lucy comes over.

"Sergeant, is the coast clear?!" Natsu yelled while salute.

"Aye Sir!" Happy responded. The two stay still for a second, before noticing Lucy's quite demeanor.

"Looks like the private's in a bit of a stump Captain…" Happy noted.

"When was I titled private?" Lucy retorted.

"Anyhow, welcome home Lucy." Natsu folded his arms. "We kept watch!"

"Thanks…" She muttered. Gray and Ben quickly hide behind a shack, peeking their heads out.

"Everything okay girl?" The pink head then asked. He then sniffed the air, blinking a few times as the three dart their eyes over to the two, making them flinch as they quickly try to hide.

"Don't tell he actually followed—" Lucy gasped in disbelief as Happy flew over.

"Ale le le? Captain, I've spotted suspicious figures!" Happy pointed down to the two as Gray tried to shoo him off.

"I think something bad's gonna happen…" Ben muttered.

"I got it!" Natsu yelled as he jumped over to them.

"Damn it kid! Why did you have to jinx—WOAH!" Gray yelled as Natsu landed on him.

"That hurt, you damn flamebreath!" Gray barked. Ben frowned as he then noticed him in his underpants, wondering when he did so.

' _How? I was literally watching him the whole time, when did he have time to strip? Wait, where the hell are his clothes anyways?!'_ Ben frowned again.

"What the hell are you doing?" Natsu cocked an eyebrow as Lucy ran over.

"Gray? And Ben?" Lucy blinked in surprise.

"So it was these two who were following you!" Happy tried to conclude, making the boy grab his tail in response.

"That's damn wrong you cat!" The boy retorted. "We heard that Lucy was being followed, so we were trying to watch over her from the sidelines."

"Anyhow, now that Gray's been labeled a pervert, now we can—"

"Oi, the hell did you just call me?" Gray barked back at Natsu.

"You heard me ice pants!"

"You wanna fight fire butt?!"

"I swear to Celestialsapiens, STOP FIGHTING!" Ben yelled as he transformed into Gutrot again, calming the situation again with some useful gas…

* * *

 **…**

"And then!" Happy said as the scene went on to the next day.

"Lucy, Ben, let's go on a job!" Natsu proclaimed with a big grin. Lucy actually agreed this time with a smile, with Ben frowning as he finished the last modifications to the jetpack.

"What kind of job is it this time?" Happy asked. Natsu shrugged, but then Gray came up, holding a wanted poster of a guy smoking cigar.

"This. This is what we'll take." He said, showing the group. "The mission is to capture this convict. The guy's name is Velveno."

As he showed them it, Erza came up, bringing in her usual get up of baggage. Ben chuckled weakly as he eyed it, before turning back to Gray.

"Isn't that guy called the Guild Hunter or something?" Happy rubbed his chin. "They finally found the sucker eh?"

"Oh! That sounds like fun!" Natsu pumped his fists as Erza read the sheet.

"400,000 jewels a person. That's quite the amount." She nodded with a smile. "That's good for your rent isn't it Lucy?"

"You betcha!" The blonde winked. The group continued to chatter, but Lucy's ears then focused on a conversation between Wakaba and Macao.

"Hey, did you hear about Acalypha?" Macao asked. Wakaba sighed a little as he took a sip from his jug.

"Yeah, some trading guild being taken over and held hostage by armed robbers or something right?" He confirmed, making Lucy gasp. Ben noticed this, and narrowed his eyes.

 _'Acalypha… If I recall, isn't that…'_ He rubbed his head as he tried to remember.

"I think the name of the group is Naked Mummy, a Dark Guild actually." Macao blinked as he started to remember more information.

"If that's the case, then the army's gonna have a hard time dealing with them…" Wakaba sighed again.

"These types of incidents involving Dark Guilds have been increasing for a while." Mira confirmed with a worried face.

As they continued to speak, it was then that Lucy remembered where June was going to head off to. At first, she was hesitant in helping him out, but then decided it was the right thing to do.

Running to Macao and Wabaka, she demanded the location of the place. Beginning to run out, Ben sighed as he slipped on his pack.

"Guess I have to make sure she doesn't die." He stated as he began to chase her.

Natsu and the gang continued to talk for a bit, before deciding it was time to go. Looking for the two however, they then blinked in confusion as Ben and Lucy were nowhere to be found…

* * *

 **…**

A bit later, Lucy ran off a train, running for a few minutes before reaching the trading guild of Acalypha. As she arrived, she noticed the huge crowd in front of the building. She assumed that they were townsfolk that had family members and friends trapped inside.

Soldiers were setting up a line, preventing anyone from coming in. They tried to calm the crowd down by saying that they sent out request forms towards the nearby guilds for assistance.

"Too many people, I can't sneak in." She narrowed her eyes. Running behind a wall, she tries to think of a plan, before seeing ants coming out from the ground.

"Oh wait, there is _that_!" She then smirked as she took out a golden key.

 _ **"** ** _O_ pen: Gate of the Maiden!" **_She yelled, flickering a large golden circle as Virgo spawned in.

"Is it punishment time princess?" She asked immediately after landing, making Lucy retort in response.

"No no no! I have a favor to ask." She then said as the two peeked over.

"Lucy!" Ben yelled from afar. The two turned around, with Virgo smiling at the sight.

"Oya. It's nice to see you again." Virgo bowed, making Ben a little red as he landed with a flustered face.

"Ahh… N-Nice to see you again too Virgo." He stuttered.

"So cute…" The spirit giggled.

"An-y-ways!" Lucy coughed. "Virgo, can you check to see if there's a way underground?" She then asked.

"I understand princess." The spirit bowed.

"Oh, trying to find a way inside? Lemme try as well then." Ben said as he readied the Omnitrix. As the two looked at him for a bit, he rolled over to his selected alien, flashing green as the core was pushed down.

As it dissipated, he was replaced with Armodrillo, who cracked his knuckles. "There!" He then said.

"Then, we shall be back princess." Virgo said as she and Armodrillo drilled into the ground.

Waiting for a minute or so, the two return with their heads popping up from the ground, making Lucy gasp comically.

"Princess. It seems that we are able to enter the building from this location." She blinked.

"Thanks you two." She smiled.

"That's the good news. The bad news though is that the place is crawling with wizards." Armodrillo then said as one of his ears twitched. "You sure you wanna barge in with the three of us?"

"We don't have a choice." Lucy said as she stood up. "Let's go."

Nodding, the two fell back into their holes, in which Lucy jumped into as she started to run after them.

Now switching over to the inside of the guild, Love & Lucky, armed wizards stood by guarding the place as the members sat in a group, bound and silenced by ropes and tape.

As some of the dark guild members started to gather the money, they pointed out how a place like this would have a lot more cash, but ironically they did not.

"Ah quiet! We don't have time! Pack the money in the bags already!" Another member yelled at them.

As he said that, some of the tied up members started to panic, making him pissed off.

"Quiet you! If we don't get this cash, we're as good as dead meat!" He quirked as he aimed his gun.

"Oi, aniki!" A member yelled as he tried to stop him. Unfortunately though, the member shot a blast, with a green circle flickering as multiple projectiles spawned. It was just about to hit one of the members, but then…

 **"Taurus!"** Lucy called out. The cow spirit appeared in a flash of yellow, bashing away the bullets.

"You shall not hurt these pretty ladies while I stand on guard!" He yelled gallantly.

"Huh? What the hell is that?" A member yelled.

"A cow?"

"No, that's a Celestial Spirit, and a Zodiac at that!" Another confirmed.

As the crowd continued to stare at him, Ben and Lucy hop up from the hole they made, slugging away a member. While the blonde confront the group, Ben took a moment to pick up the blaster that was near him.

"Oh. This is interesting." He nodded as he examined it.

"Crap! A wizard from an official guild! Damn it, get her!" The member who shot yelled.

"Oh right, the fight." Ben glanced over again. Readying the Omnitrix, Lucy took another key out.

 _ **"** ** _O_ pen: Gate of the Giant Crab!" **_She yelled, swiping it and summoning Cancer, a man wearing a blue shirt and black pants. He had a crab-claw styled hairstyle, with crab legs protruding from his back. He used scissors as weapons.

While she did that, Ben grinned as he selected his alien, slamming the core down and replacing him with Crashhopper. Leaning forward, his legs pushed him towards the crowd, knocking them like bowling pins. While they were midair, Cancer quickly swifted by, giving them all bald haircuts.

"Woah." The green alien sweat dropped. "Don't wanna get a bad haircut from him.

"'Tis my speciality, epi." Cancer's shades flickered.

 _ **"** ** _O_ pen, Gate of the Archer!" **_Lucy then called out, summoning Sagittarius.

"Hey, use these!" Crashhopper waved over to him as he tapped the Omnitrix dial. The flash replaced him with Diamondhead, who forged arrows made from crystal. Tossing them to him, the spirit took a moment to gaze upon the shape, before using them to shoot away at the dark guild members.

As they fell down, the initial shooter was the only one who remained. Running up, instead of using another spirit, Diamondhead face palmed as he watched Lucy kick him in the face, with the signature ' **Lucy Kick** ', which shocked many of the male members who were also watching.

As the guy fell, Cancer skidded around, freeing the hostages from their binds. The members cheered as the army members charged in, beginning their arrest of the dark guild members. Lucy clenched her fist in satisfaction as her spirits vanished, but then remembered why she came in the first place.

"Wait, where's father?" She gasped, beginning to look around. As she did, she started to get swarmed by the trading guild members, who were cheering for her as a member of Fairy Tail.

Trying to look around through the cheering crowd, she struggled to get out, prompting Diamondhead to tap the Omnitrix dial again, replacing him with XLR8. Zooming by and grabbing her, everyone gasped as they watched her seemingly vanish…

* * *

 **…**

A little while later, Ben and Lucy stood in the middle of town, trying to look out for her father as they watched the townsfolk care for their former hostage taken friends and family members.

Starting to get worried, the pressure started to get to her, creeping up her back until she went down.

"Father!" She yelled, making a man go 'eh' behind her. She gasped, but then dead panned as she turned around, only to see June walking in through the town entrance.

"Wait…don't tell me…you just came into town?" She blinked in disbelief, earning her a sheepish laugh from him. Ben snickered from behind her.

"I didn't have any money, so I walked all the way here you see?" He answered as he took his hood off, making Lucy go wide eyed with a shocked reaction.

 _'Then it was all for nothing!'_ She retorted in her mind.

"So, why are you here?" June then asked with a curious expression.

"Lucy here was worried for you. She heard that the guild was being attacked, and she came as soon as she heard." Ben responded for her with a troll face, embarrassing her as Lucy's face flustered red.

"H-Hey, Ben!" She flipped out as June looked over to the guild. Noticing the army helping out members of the guild, he hummed in understanding.

"Hoooh." He responded. "So you were worried for your dad? Ho ho."

"A-As if! I'm outta here! Come on Ben!" She huffed as she started to walk away, dragging Ben by his collar. June smiled.

"Thank you." He smirked.

"…Don't get any strange ideas ya hear? It's not like I forgiven you." Lucy then said, making June nod in agreement.

"I see… I can also see that you traveled a long way indeed. I had a lot of time to think as I traveled as well." He then said.

"About yesterday, I apologize for that. It was shameful. I'm going to change who I am now Lucy." He said as she started to walk away again. "After all, this is the place where I met Layla… I mean, your mother."

With that sentence, Lucy dropped Ben, making him grunt as he laid down. Turning around, she went wide eyed at the hearing of her mother's name.

"When I was going about the idea of being independent, it was at the time when you were still in her stomach." He started to remember. "We were members of this guild and had just quit, and at the time, the signboard broke."

"The 'Lucky' turned into 'Lucy'! If I had to say so myself, it was a strange thing indeed. It was then though that we decided to name our child Lucy, if we ever had a daughter."

Lucy stood silent for a moment to process the information. Ben sat up, looking towards her with a watchful expression as she then turned around, giving the man an annoyed smirk.

"D-Don't decide your daughter's name on a whim like that ya know?" She joked, making Ben and June smile.

"Heh heh, sorry about that. Though… I am glad that I got to see you for one last time, not as Lucky Lucy of the Heartfilia, but… 'Just Lucy'." He then said.

Going for the response, Lucy turned around, only to hear the loud galloping of footsteps as a horde of smoke came rushing towards the trio.

"That's proooobably…" Ben muttered as he laid on the ground in a now lazy matter.

"Lucy! ARE YA SAFE?!" Natsu yelled as the rest of the team came running along.

Displaying a bewildered expression, the group stops in front of them.

"Did the two of you handle the dark guild here by yourselves?" Erza asked as she looked over at a carriage where the members were being dragged off to. "That's pretty good."

"Uh, well…" Lucy mumbled as she glanced back at June, who nodded back at her as she started to leave with everyone else.

Erza carried Ben and placed him on top of her shoulders. He sighed with comfort as he enjoyed the view as they started to walk off. June looked up into the sky, taking in the sunset…

* * *

 **…**

In a thunderous mountain plain, dark clouds showered the sky as a lone figure stood on top. Thunder cackled, revealing his appearance.

Having maroon colored hair, he wore a white coat and a black shirt underneath, and he wore crimson leather pants. A giant purple snake with a white underbelly around him as he grinned.

"…I can hear it…" He muttered.

"…The sound of a changing era, the sound of eyes opening, I can hear it all…" He continued as he looked forth.

"It's the sound… Of a new beginning… The breaking… Of LIGHT!" He yelled as a thunderbolt crackled brightly…

* * *

Sooooo, what'd you guys think of it?

A little something before the long awaited Arc, I hope you guys all had a good time reading!

Anyhow, I'll see you all later in the next part! Toodles and barko bork! Thanks for the 67k views! 220k words much?


	30. Gathering (Oración Seis 1)

Ok people, here we go.

So, welcome back to this chapter of The Null Fairy. The Oración Seis Arc is finally here!

 **Sean Bruce:** I'm planning to involve a bit of everything in this Arc. We'll see which parts can be accommodated, depending on what I write right now.

 **Traveler-who:** I like puppetry! Or controlling or whatever you call it. It's fun to see how allies react when they face a friend that doesn't hold back against them.

 **DarkPugLord23:** That'll be a secret for when that part comes into play, so you'll just have to wait!

And that long…thing that the Guest posted, can someone interpret that? No offence, but I can't understand it.

Anyhow, that's all I wanted to say. I hope you all enjoy this brand new chapter. This marks the 30th in this story so far!

And as always, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support their official releases, and reading to you all! Fluff incoming!

* * *

 **Chapter 30: **_Gathering (_ _Oración Seis Part 1)_

Team Natsu was working in a new location located in Hargeon, a restaurant called 8Island. A fairly new place, the chef of the location was none other than Yajima-san, who had recently retired from the Magic Council.

"La la la, la la _la_...wait _hell_ no! What the hell are we doing here, this ain't place for wizards!" She suddenly yelled.

"Well the chef is a mage so he requested the waitresses and waiters to be mages as well." Natsu answered back.

"Aye sir! The owner thought it would be better!" Happy answered as he chomped on a fish.

"Quit eating the customer's food!" The blonde retorted. "And look at this getup!" She then added, revealing her rather intriguing orange outfit.

"Well who you think we're doing this for…" Gray then said.

"Ale… Eh?! Put on your uniform!" She face palmed, seeing him wearing the pants, but only a bow tie for the top.

"Well look on the bright side, and when I mean by that, I mean over there!" Happy then said as he pointed to Erza.

The rest of the team looked as Erza managed to get a large order, mostly by using her charms. Lucy gawked at the sight, reluctantly encouraging her to work harder...

* * *

 **...**

It was the end of the workshift. The sunset rays gleamed down as Yajima-san gathered up with the team in the back space if the restaurant.

"Good work you five!" The elderly man smiled.

"It was nothing Yajima-san." Erza looked down at him with a smile. Natsu sat down with a full stomach as he and the others took a rest.

"By the way, whatever happened with the Council?" The redhead then asked, making Natsu and Gray squirm.

"Eh? Didn't you guys know that Yajima-san was part of the Council?" Lucy blinked.

"Hmmmmm... What was that rascal's name? Zellel, The Great Gatsby… Uh…" The old man tried to remember.

"Jellal, sir." Erza pointed in.

"Ah yes. The undercover operation made by Zellal using his near perfect Thought Projection almost decimated the state of the Council. Including me, some of the higher ups retired. All because of him. I'm sorry you had to go through that." He then bowed.

"But alas, a new Council is being forged from the remains if the old one, so I guess an orderly matter is at hand."

"That's a relief then." Lucy sighed.

Yajima-san nodded, but then turned to Gray and Natsu.

"Natsu-kun, Gray-kun." He called out to them, making them gasp in obedience.

"Since I've retired from the Magic Council, there is no one left who can watch over the consequences due to Fairy Tail's shenanigans. PROMISE ME YOU WON'T SCREW UP YOUR GUILD NOW?"

"Y-YES SIR!" They rapidly nodded.

"Then we're all good then!" The old man then smiled.

All the good and merry issues were settled, and the team had a pleasant trip home. Yajima-san insisted in them coming to visit whenever they wanted, as he said, 'I'll cook up something just right for ya!'. The team didn't take the offer seriously, but nevertheless accepted his words...

* * *

 **...**

Back at Magnolia the next day, Team Natsu gathered alongside the rest of the guild members inside the lobby. A large display made from a lacrima was shown, revealing several circles with names in them.

"What's the large oval in the middle?" Gray asked, pointing towards the middle.

"Oh, Juvia recognizes it! That's the Balam Alliance." Juvia answered.

"What's that?" Lucy asked.

"An alliance forged from the most powerful Dark Guilds: Oración Seis, Grimoire Heart, and Tartaros." Mira explained. "They're the circle that controls practically the entire system of Dark Guilds in the Kingdom."

"Seems like a bunch of these Dark Guilds used to be official ones." Macao noted.

"Einsenwald was also one of them. A part of Oración Seis' group." A member added, making Team Natsu remember something.

"Einsenwald...wasn't that…" Lucy rubbed her chin.

"Yes. It was the guild that Erigor used to be in." Erza confirmed.

"I-I wonder if they're angry…" Lucy chuckled weakly, hoping that something wasn't going to happen.

"While we were still in Phantom, Gajeel and I also destroyed a few guilds belonging to them too!" Juvia said with a cheerful tone.

"I don't think you should be happy about that…" Gray sweat dropped.

"But hey, there's nothing to worry about." Wakaba then called out.

"From I heard they only have six members." Macao adds.

"Yes, but even so, there's still a part of a powerful organization. They are still very dangerous." Mira countered.

 **"Speaking of that guild…"** A voice then said, revealing it to be Makarov's as he stood in front of the guild members.

"We're going to be attacking them." He then announced. Everyone stayed silent, but Mira then welcomed him back nonchalantly, making everyone tip over in response.

"How was the meeting?" She then asked. Makarov sighed as Erza asked what he was talking about.

"During our discussion at the meeting the other day, we were talking about the recent activity that had conducted by Oración Seis. We deemed them as a group that we could no longer ignore, and we decided that _some_ guild has to take the fight to them, and finish them once and for all." He began.

"So...you pull the bad end of the stick old man?" Gray muttered.

"Fairy Tail will be taking that role then?" Juvia assumed, but Makarov shook his head in denial as he walked down the stairs.

"As much as we hate to admit it, this time...the enemy truly is too powerful. If it were only us, the retaliations against this place would be devastating…"

"Which is why… We have decided, to form an alliance of ourselves!" He then declared, shocking everyone.

"It will be made up from the following guilds: Fairy Tail, Blue Pegasus, Lamia Scale, and last but not least: Cait Shelter." He then counted off. "Members from each of these guilds will be deployed to take those guys down!"

"But we can handle the problem by ourselves, 'tis a shabby!" Natsu then declared with a cocky grin, earning himself a backhand from Erza.

"No you dim fool! The Master is thinking of the consequences for the after effects of this operation." Erza cut in.

"Wait...wait a second. Then that means… The guild only has _6_ members right?" Lucy asked with a hesitant expression. "HOW POWERFUL ARE THESE GUYS THEN?!"

"Very. Which is why I'm selecting a few of the best of you." Makarov then folded his arms. "Though with the current situations aside, there's a limited pool in which to choose from." He then admitted. He then glanced over at Erza.

"Erza, you're going to be the leader of our group." He order, with the redhead responding with a salute.

"Gray, Natsu. Your firepower may come in handy for the situation. Happy, you go as well to help him move around." He then glanced over at the three. Natsu grinned while pumping his fists, while Gray sighed while ruffling his hair.

"And...Lucy." He then called out, making her stand back.

"Don't tell me…" She muttered in despair.

"You're Celestial Spirit Magic may come in handy for sticky situations. You're going along as well." He then announced, making the blonde sigh in defeat.

"Yes Master…" She mumbled.

Taking another look around, Makarov looked for anyone else that would be particularly useful for situations like these. Concentrating for a moment, he blinked a few times before getting it.

"Oh. Bring Ben along as well. Does anyone know where he is at the moment?" He then asked. Everyone discussed about his whereabouts, but to no luck.

"Hard to say. No one even knows where the kid lives at for crying out loud." Gray shrugged, already taking his shirt off.

"Hmm. Natsu! Go and find Ben!" He pointed at the pink head, making him snicker as he began to run out of the hall.

"Aye Sir! Come on Happy, its hunting time!" He yelled. Happy followed suit, with the rest of the guild dead panning.

"I'll...go along with them." Erza stated.

"I guess I'll go too. Don't want any more collateral damage for now." Gray sighed as the two ran off.

"W-Wait! Don't leave me behind!" Lucy stuttered as she ran after them. The rest of the guild members chuckled slightly as the team ran off to find their missing comrade...

* * *

 **…**

Now in the heart of the town, Natsu and Happy began their flight, searching for the boy via a bird's eye view.

"Where do you think he's hiding at?" Gray wondered.

"Hmm, it's like you said. It's hard to know if you don't even know where the child sleeps at. Does he even sleep in a proper place?" She wondered. Lucy nodded in agreement, but then Natsu came down with a grin on his face.

"I got a scent trail!" He yelled. "It's coming from the edge of town!" He then started to run, prompting the others to follow him for a while, until they reached said area.

"You sure he lives here? What kind of place would he be in?" Lucy asked.

"Well I don't know. I just know that his scent is really strong here, maybe some kind of secret lair or something? Try to feel around the walls." He then suggested.

The others looked at each other, before compiling with his orders. Staring at the brick walls, they started to feel around the area. After doing so for a bit, Natsu sniffs, and finds a strong smell in a particular brick.

"This one?" He asked himself as he placed his palm on it. The brick sunk in, outlining the entranceway. "Hey, check it out!"

"What the hell?" Gray muttered. "Does the kid really have a secret lair?"

"Only one way to find out!" The Dragon Slayer yelled in response as he charged into the dark entrance, with the others following in short pursuit.

Running for a bit, Natsu and co. stop at a seemingly dead end. The pink head cocked an eyebrow, wondering where the door was.

"Hey, what's the big dea—"

 _ **"** **Unidentified subjects locked onto proximity."**_ A synthetic voice said, surprising everyone as the room expanded into a large space.

"What is this?" Erza said as her eyes wandered around.

"A security system?" Lucy proclaimed. A screen lit up, showing multiple laser tags that pointed themselves at the group.

 _ **"** ** _H_ alt. Please state your identity." **_The AI asked.

"Hey! What the hell Ben, let us in!" Natsu yelled at the screen, making Gray sigh.

"It's probably a system designed to prevent idiots like you from entering without permission!" The ice mage then yelled, triggering the fire mage.

"Oh?! Then I'll just barge in!" He declared, sounding a single red siren.

 _ **"** ** _Ch_ ange in subject's level of violence. Initiate defense protocol eight. Unlocking Lepidopterran auto turrets." **_It then said, deploying four turrets that came out from the ground.

"Crapbaskets!" Lucy yelped as green projectiles began to get fired from the barrels. Natsu grinned as he breathed in.

 _ **"** ** _Fi_ re Dragon's Roar!" **_He yelled, blasting away the four before their sticky projectiles could get any closer.

 _ **"** ** _Su_ bject confirmed. Natsu Dragneel. Executing protocol F." **_It then said, causing the floor to shake.

"What now?!" Gray yelled. Erza gasped, but then started to notice that the floor was…

"Augh…" Natsu laid down in defeat. "Motion sickness?!" Everyone yelped.

 _ **"** ** _S_ ubject N secured. Beginning expulsion."**_

Gasping, Erza's worried nature started to tick her off as an anger vein popped on her forehead.

"Ben…" She muttered as she flashed. Switching to her Purgatory Armor, she snickered as she looked down.

"Looks like you're gonna have to LEARN!" She then shouted as she slammed the ground, breaking everything with her heavy weapon. Sparks and crackles were heard as the floor started to fall.

"We're dropping!" Lucy screamed as she squirmed around in the air.

"Brace yourselves!" Erza warned as she flashed into her Black Wing Armor. As she continued to squirm, Lucy was suddenly surrounded by a light, before being encased in Horologium. The blonde gasped, but then sighed as she simply waited for the course to end...

* * *

 **…**

After falling for around ten seconds or so, a small beep was heard as thrusters activated, preventing a loud impact as the platform safely landed. Everyone sighed as Erza landed, flashing back to her normal set as Horologium vanished.

"Finally…" Lucy grumbled. "Now, where the hell is that kid…"

"Over there I assume." Happy then said as he jumped onto Gray's shoulder. Pointing to a single door, the team began walked towards it, with a recovered Natsu opening it, revealing two rooms.

"This is…" Erza mumbled as she looked around.

To their left was the room that contained all of Ben's alien tech. To the right, his bedroom. Natsu and the others went into the left room, eyeing all the foreign objects as they walked in.

"What is all this?" Natsu wondered.

"My guess is that it's alien tech." Gray answered. Erza nodded in response. "Indeed. We'd better not touch anything, and focus on finding any clues on Be—"

 _ ***FLASH!***_

"I think there's your answer." Lucy blinked as she pointed to a figure slumping down on a chair. The green flash instantly garnered the attention of the group as they walked up to the figure.

Gray turned the chair around, only to find Ditto snoring. Erza's eyes widened immediately at the sight of the Splixson, causing some kind of instinct to retaliate against the sudden danger as Ditto's eyes shot open, leaping off far away.

"Who in the smoothy hell?! Wait, why're you guys here?" He frowned, but not before yawning.

"We came to get you." Gray answered.

"And how did you guys get in he—wait. I don't even need to answer that question…" He sighed as he tapped the Omnitrix dial, reverting back into Ben.

Stretching, he was revealed to be wearing a white turtleneck, with green accents on the collar part. On the chest part was a green Fairy Tail emblem. Wearing black pants with grey and green stripes on the sides, he wore black and white sneakers.

" _*Yawn*_ So, what do you guys want?" He wiped the sleep away from his eyes.

"We have an important mission. We're going to take down a powerful Dark Guild." Erza answered as she folded her arms.

"Dark...Guild… _*Yawn*_ Okie dokie, let's go…" He yawned as he slipped a few things into his pockets.

Exiting his workplace, Ben fully realized what the guys have done, making him pinch his nose bridge as he sighed.

"I knew this was going to happen…" He muttered. "Follow me."

Following the boy, Ben walked over to a wall. Placing his palm on it, it scanned his print, before opening another door which revealed a ladder.

"You guys are gonna have to climb. I'm flying out of here." He then said in a blunt matter as he took out a small cube.

Pressing the button, it reconfigured itself into the fully sized jetpack, making everyone shocked as he flew up the way they came down. Everyone sighed, and then started to climb up the ladder. Happy joined up with Ben as he went up though, so there's that...

* * *

 **…**

"So, fill me in on the situation again?" Ben asked.

The four were now on a carriage. Natsu was of course motion sick, giving the other members a chance to talk about the mission details.

"We're going up against one of the most powerful Dark Guilds. The name of the group is the Oración Seis." Erza pointed a finger. "It's one of three in the Balaam Alliance."

"You said something about an alliance of our own though right?" He then asked, gesturing her.

"Yeah. Including us, three other guilds are sending members of their own to team up with us. Blue Pegasus, Lamia Scale, and Cait Shelter are guilds cooperating with us for this task."

"Hmm. This ought to be interesting then." Ben hummed. "Any idea or information regarding our allies then?"

"Not at the moment. We didn't discuss our choosing for our individual groups, only saying that the four guilds would be sending their own small group of people to contribute to the cause." Gray answered that.

"But seriously though, how strong are these Oración Seis guys anyways?" Lucy dared to ask.

"If they're considered dangerous with just a measly six members, then it's probably very dangerous then." Ben folded his arms as he furrowed his brow. "Taking into account the influence they have over the lesser dark guilds, it's safe to assume that a few of them may show up during this mission."

"I concur. We need to make sure not to get split up no matter what. Though it's also good to establish connections with the other guilds." Erza reminded everyone. Happy continued to nom on a fish, but then noticed a large building up ahead.

"That's it!" He pointed over. Everyone glanced over, taking note of a rather large pink villa. Stopping at the front of the large entranceway, the group stares upwards as Gray opens the door. Before Ben goes in though, he checks his pockets. Blinking, he sighs as he tells the others that he forgot something on the caravan.

As the team enters, Lucy comments on the discomforting decorations. Erza simply retorted that it was due to the tastes of the owner, who was Master Bob of Blue Pegasus. Everyone shivered at the mentioning of the Guild Master, though mostly because of his appearance.

"Are we dere yet…" Natsu grumbled as he sat down.

"We're here Natsu." Happy confirmed as he patted his shoulder.

 **"Yes! You have arrived!"** A trio of voices then called out, making everyone lift their heads up.

"Hey hey! Welcome Fairy Tail!" They then said as a spotlight lit up, revealing three figures at a staircase in front of them.

"We are…" One stepped up.

"…Blue Pegasus'…" Another stepped.

"…Chosen representatives!" The last one ended.

"We are…the Trimen!" They then bowed.

"Hibiki, Eve, and Ren! At your service!" Hibiki bowed again, making Lucy squirm.

"S-So cool!" She blurted out. Glancing back at Natsu and Gray, the pink head was leaning against a wall, while the ice mage was freaking out at his sudden wardrobe mishap. "Unlike those guys."

"Ho ho. Your beauty matches the full marks." Hibiki then said as the trio surround Erza.

"This way, Titania." Eve bowed as he gestured over to an extravagant couch. Eventually dragging Lucy into their little circle, it was then that Gray and Natsu recovered from their initial statuses. From the top of the stairs though, footsteps were heard.

"My guests…" A 'manly' voice came from above, making everyone look over. "Shall you stay where you are?"

"Ichiya-sama!" Ren's eyes glimmered, making Erza go 'geh'.

"It's been quite a while, Erza-san. Have you been well?" Ichiya asked as he continued to walk down.

"W-Wait…I can't believe it. You're…in this mission?" She asked with a scared expression. Well, more like creeped out actually. As the camera scrolled up, the meatbag's body was revealed, showing a short man wearing a white suit, with a…extravagantly _menly_ face.

"I've longed to see your presence, my _darling_." He dared say, what in hell's name…

"D-DARLING?!" Happy and Lucy retorted with shock. They then looked over at the redhead, who was starting to sweat immensely.

"What an unexpected…" The Trimen first said.

"Reunion~!" Ichiya finished as he slid down the stair railings. Ichiya posed extravagantly, but then _ahemed_ as he ordered the trio to clean up. Doing their task with swift movement, he turns back to the others.

"Hooh. I've about you all. Lucy, Erza, and…the rest of you guys?" He said with an unsure expression as he pointed his fingers towards the guys, making Gray go dead eyed. "Oh, what a wonderful parfum!"

"French." Happy noted.

Gray's eyebrow twitched, before he walked up with a gnarly grin. "Ok you Blue Pegasus play boys! How about you stop those gawking looks at our members huh?!" He yelled out.

The 4 stood there, but Ichiya simply saluted. "Then you men can go home then." He said with a blank face. Gray dead panned as the Trimen bow towards him, making him grin uncomfortably.

"Grr… They sent poster boys like you to an important mission like this?! I can't believe it. I could wipe the three of you by myself!" He then shouted.

"Try us then." Ren blasted back with a grin. "We're strong you know?" Eve added.

"Oh! A fight? I wanna join!" Natsu then interrupted, fully recovered from the sickness effect.

"Cut it off Nat—EEP!" Erza yelped as Ichiya smelled her, causing the redhead to punch him away towards the entrance. A figure walked in, catching him by the head as he encased it in ice. The sight made Gray gasp as a familiar man walked up.

"Lyon!" Gray blinked in surprise.

"Gray!" The other ice mage responded with equal feeling.

Lyon then threw Ichiya back at the Trimen, making Gray gawk in shock. "What the hell was that for?"

"He started it." Lyon averted his gaze.

"Oi. What're you think you're doing to the General?" Ren barked. "I think the men should just leave." Hibiki added again.

 **"Oh? But there's a woman here as well."** A female voice then said as the red carpet in the villa swirled up, making Lucy fall down as she did a spit take.

"T-This is!" She shouted as she looked over towards another familiar face that walked in. "Sherry!" She yelled as said person winked.

As the people of the various guilds were introduced, tension started to unravel as the atmosphere turned hostile. Everyone stared at each other as if they were going to go into a Deathmatch, but then…

"CEASE THIS AS ONCE!" A loud voice echoed, making everyone look over as a tall man entered the doorway. "This is no time for foolish games! We have a mission to take down the enemy!"

"Ah, Jura-san." Lyon glanced over.

"Jura?" Erza blinked with curiosity.

"The ace of Lamia Scale, Jura Neekis." Hibiki huffed. "Who?" Natsu looked down at Natsu.

"He's one of the 10 Wizard Saints!" Happy answered.

"Ala. Blue Pegasus and Fairy Tail each have four people. For us, three is more than enough." Sherry chuckled as Happy sobbed comically, not being counted as a member.

"With this though, three of the four guilds have arrived. All that remains are the members from Cait Shelter." Jura then said as he walked in.

"People? I've heard that only a single person is going to be represented for them." Ichiya then called out.

"Just one?" Erza glanced over.

They sent one person for a mission as dangerous as this?" Gray said with a dumbfounded look, with some of the others nodding in agreement...

* * *

 **...**

From outside, footsteps were heard running towards the villa as Ben scourged inside Fairy Tail's caravan.

"Where the hell is that blasted…blaster." He muttered as he scuffed around. Scrambling away for a bit, he went wide eyed as he found a small oval like device. "Ah there it is."

Jumping off the carriage, he smiled as he looked down at his device. Fiddling with it, it then turned into a frown as it started to glow.

"Wait, did I forget to turn the lacrima power core off? Aw crapbaskets..." He muttered as device started to flash, blasting him into the air.

As a familiar blue haired girl ran by, she heard the explosion. Taking a moment to glance over, she blinked, but then shrugged as she continued to run in for a few more minutes.

Seeing Bob's villa, Wendy cheers as she approaches the entrance way. As she got closer, she kicked in a small pebble. Not noticing it however, right as she was about to call herself out, she tripped on it, launching her forward.

"Ah!" She yelped, making everyone turn around, but not before hearing a loud scream coming from above.

"AAAAAAAAAAAAAAAAH!" A voice yelled, breaking the ceiling and falling into the villa. Everyone gasped as the figure and Wendy landed on the floor, with the former making a slight impact as he let out a weak gasp.

"Hmm?" Jura blinked as he turned around.

The particles from the faller's extravagant interest drew the attention as the crowd grew closer, only to be blinded by a flashing burst of green light. As the smoke screen blew away, two kids groaned as they rubbed their heads.

"Ow…" They both said. They then open their eyes as familiar voices drew their faces around, with Ben and Wendy millimeters apart once they lifted their faces.

"Be—"

"Wen—"

They both stuttered, but not before going red in the face. Something in Erza cracked, as she suddenly learned an important fact as the two kids leaned back from each other, both blushing a bit.

"Hooooooh…?" The redhead blunted. "I think you two should introduce yourselves…" She then chuckled uncomfortably as she sharpened two blades against each other.

Both of them shivered as they felt Erza's glare. Natsu and Gray flinch away as the two kids stood up, facing the crowd as they swatted off some dust.

"Er… I'm Wendy Marvell, from Cait Shelter." Wendy bowed. Ben took some notice of her outfit, gulping.

She wore a simple dress with two wavy stripes running across the dress and ending in small pointed edges at the bottom. Around her arms and legs she wears wing like attachments. Wendy's Cait Shelter Guild stamp was located on her right shoulder.

"Children though?" Sherry looked over with a bewildered expression.

"Benjamin Tennyson from Fairy Tail. Call me Ben though." The boy raised a hand.

"Eh?! You're in Fairy Tail Ben? Why didn't you tell me?" Wendy pouted as she lightly pounded on his chest.

"Ah heh heh… You never asked?" He shrugged, making Erza's eye twitch.

"…With this, all four guilds have gathered." Jura then announced.

"But seriously though, who would send kids over to a mission like this, let alone a single girl?" Sherry asked.

 **"But she's not alone."** Another voice came in, making Wendy turn around while Ben gave a sarcastic laugh.

"Heh heeh… So you came too huh?" Ben cocked his head.

"Yes." Carla answered, shocking Happy to new heights. Ben glanced with a smug face as he found a new weakness for Happy.

"A cat?" Gray blinked.

"Seems like it." Lyon confirmed.

"The same as Happy." Natsu said with a surprised look. "She talks too!" Lucy added.

"Carla, you came as well?" Wendy then said, earning a huff from the white cat. "Naturally. Of course I'm worried with you going so far off all alone." She then glanced over at Happy, who stared at her with a lovestrucken look. The cat's hopes were crushed as Carla looked away with disinterest.

He then tugged at Ben's leg, making him look down. "Ben-sama! Ben-sama!"

"Yes I'm Ben."

"Hey…could you give her this fish of mine?" He asked with an obvious look on his face, making Ben do the same expression.

"Oya? You liiiiiiike her~!" Ben rolled his tongue, making him gawk. "Don't mimic me!" He then retorted.

"The girl's going to grow up into one great lady though." Ren noted.

"She pretty cute already don't you think?" Eve countered as Hibiki came over to Wendy. "Come this way, miss." He gestured over, making Ben growl as he aimed an already equipped Blue Wave.

"Jumping the gun?!" Lucy retorted as Ben shot a level three blast at Hibiki's face.

"Hands off you filthy Vulpimancer wannabe!" Ben barked.

"Hmm, the girl's parfum is strange though." Ichiya stated.

"You've noticed it as well Ichiya-dono? Her magic is different from the rest of us." Jura agreed. "Erza-dono has also…noticed?" He then said with an unsure tone, looking at Erza. She had a mixture of curiosity as well as caution as she looked over at Ben and Wendy.

 _'Is she the girl Ben was going on about?!'_ She yelled in her mind.

"You know the girl Ben?" Gray asked, making him nod. "Yeah. We've gone on a few missions together."

"AHEM!" Ichiya then coughed, bringing the attention of everyone back. "Now then! It seems that everyone is here and accounted for. So, without further ado, I shall explain the plan for us."

"First, I'll start with the location of the Oración Seis…but first, I must go to the restroom." He then said, making deadpan.

 _Then_ , after the intrusions were taken care of, he finally returned. "Ahem. The Worth Woodsea spreads to the north of this area. According to our resources, a race of ancient people sealed an extremely powerful magic there." He started.

 _"Hey, doesn't that sound like…"_ Ben whispered into Wendy's ear. _"Yeah,_ that _thing right?"_ Wendy confirmed.

"It's name…is Nirvana!" He then posed, making Ben and Wendy tap their palm.

 _'Ah. So that's what it was called.'_ They both said.

"Nirvana?" Lucy and Natsu asked.

"It's destruction magic, and a devastating one at that. Though it's pretty much all we know." Ren confirmed.

"What the magic is specifically, we don't know." Eve shrugged. "But we can assume that it's the reason why they came here.

"Which is why we'll all be attacking the Oración Seis!" Blue Pegasus posed, making everyone dead pan.

"We have 13, they have 6." Hibiki folded his arms. "We can't underestimate them though. All six are powerful." Snapping his fingers, a yellow display flicked open.

"Oh? Archive?" Jura noted.

"Archive?" Ben asked as three images showed up.

"Here, the one with the poison snake. This is Cobra." Hibiki started. He then switched to the next one, showing a man in a racing suit.

"This individual is named Racer, thought to been using some sort of speed magic." Rolling to the next, it was a person holding a book. "And a person willing to do anything for profit, even wiping out a whole military unit, Hoteye."

 _'Sorta reminds me of someone.'_ Ben rose an eyebrow as three other images were shown.

"Here we have the next person. This, is Angel." He then displayed an image of a white haired woman in a rather revealing outfit, before skipping to the next one, which was of a man sitting on a carpet.

"This one, we don't have much information, though we do know he's called Midnight." He then tapped the floating terminal, switching to the last image of a man with a skull staff.

"And here we have the leader… Brain." He finished. "All are capable of defeating guilds, which is why we are using numbers to our advantage."

"T-That's a bit scary." Wendy whimpered a little. "I might have to skip out on that…" Lucy rose her hand hesitantly.

"Wendy, composure young lady!" Carla scolded.

"What should we do though? They aren't counting us after all…" Happy skimmed over with a 'love fish' in hand.

"Do not worry about that! All we have to do is find their base of operations in the woods work!" Ichiya confirmed.

"Base?" Natsu stated. "Yes. We assume that they have a temporary base established somewhere in the area." Ren answered.

"It's best that we gather them all together in one place!" Ichiya posed. "But what will we do once they're all there then?" Erza asked. The parfum man then pointed up.

"We'll use the Blue Pegasus' joyous creation, Christina the Pegasus, and blast them off!" Ichiya explained.

"Like a magic bomber?" Sherry asked, making Ben go bug eyed. Wendy noticed his look, smiling at his new interest.

 _'Wait…they actually have a_ functioning _work of technology here? Oh my…'_ He mused with joy.

"Now then, is everyone ready? If you happen to encounter a member, do not face them alone! Always make sure to have two of you when you fight!" Jura warned, making everyone nod.

Natsu grinned, churning up his signature grin. "Great! I'm all fired up now!" He then smashed the exit door opening, running off. "I'll smash all six of 'em at once!"

"Wait! Natsu…" Lucy panted as the rest of Fairy Tail ran out. "I swear…" Erza grunted.

"Come on…" Ren sweat dropped. "At least open the door…" Hibiki sighed.

"That's Natsu for ya!" Happy raised a paw. "And it's a bad thing _because_ it's Natsu…" Ben shot back.

" _*Sigh*_ We have no choice then. Let's go!" Erza ordered. Lucy and Gray nodded as they started to chase him, with Lyon and Sherry following soon after.

"Lyon! Sherry! Wait!" Jura yelled. Blue Pegasus also started to run off as well, leaving Ben, Happy, Wendy and Carla with Jura.

"Ugh… Might as well. Shall we?" Ben turned to Wendy. She nodded hesitantly as the four started to chase after the crowd. Jura and Ichiya watch as they go off.

"Hmm, well it looks like the operation has started, Ichiya-dono." Jura sighed. Ichiya nodded, but he then opened a capsule from his back, letting the scent flow into his nose.

"Hmm? W-What!" He shouted as he covered his nose.

"A parfum that rids one of all fighting spirit." Ichiya? Explained.

"What's the meaning of this?!" Jura coughed. Opening another one, a red scent caused him to yell in pain.

"A parfum that stimulates pain from all parts of the body, _piri-piri_!" He croaked as his body puffed in a smoke screen, revealing two small humanoid figures.

"Yay, we're back!" The right one said. "That guy was thinking perverted thoughts the entire time!" The left one added.

"Now now, at least it's done right?" A female voice then said as Jura struggled to get up. Looking up, he groans as Angel reveals herself.

"Y-You…what in the name of…" He muttered.

"Ah, I had those two copy the nasty old man you see? That means I also know your entire plan as well!" She winked.

"We can tell what the people we copy are thinking!" The two figures said. "And with that, we've rid ourselves of two of them!" Angel smiled.

"Now then, let's see the rest…" She muttered as she walked off…

* * *

 **…**

Back with Natsu and co., Team Fairy Tail reached the sight of the woods first, jumping off a small cliff. The rest of the team followed shortly as they reached a steeper cliff, giving off a great view of the area.

As they ran though, Natsu stopped, making Gray bump into him. The two bicker, but not before they spot a giant floating machine in the air. As everyone approached, Ben went wide eyed as he gazed upon it.

"Oh my lord…The things I could do to that as Upgrade…" Ben mumbled in awe. It's large shadow revealed its appearance, a mechanical war machine with a horse head and wings. Equipped with a large lacrima, everyone gazed at it awe, before it exploded.

"What?!" Natsu yelled.

"What's happening to Christina?!" The Trimen yelped.

"Oh no…" Wendy said in a muffled voice.

"What?! NOOOOOOOOOOOOOO!" Ben went down to his knees as his jaws dropped. The group watched as it landed in the forest, exploding with a large wave of energy affecting everyone.

"What happened?!" Lyon yelled. Wendy hides behind a boulder to shield herself from the blast. Watching it, Natsu sniffs the air, squinting his eyes in caution.

"Gray." He called to his friend.

"Yeah. Incoming everyone!" The ice mage yelled as everyone took a stance.

As the smokescreen continues, six individuals walk out of it, revealing all the members of Oración Seis as they stood in a horizontal line.

"The trash has come I see." Brain grunted.

"We've seen through your plans! Teehee!" Angel winked.

"We took care of Jura and Ichiya!" The two floating figures announced, shocking everyone.

"Oh hoo. I can hear it, you're trembling…" Cobra grinned.

"We were going to hurry with our work, but _some_ people had to come along." Racer sighed.

"And money makes the world go round! And it makes people stronger _yes_!" Hoteye suddenly said. "Let me tell ya something ok? Money is life, money is love, money is…"

"Shut it Hoteye!" Cobra and Racer retorted. Midnight snored as he sat on a magic carpet, making Lucy dead pan.

"I didn't think they show themselves." Erza blinked.

"Then that means…" Natsu cracked his knuckles. "We don't have to…"

"Natsu, Gray, do—" Ben tried to say.

"FIND YOU!" They then yelled out, beginning to charge at them. Wendy and Carla notice him face palming as he sighs. "You know what, I'm gonna let them learn the hard way this time."

"Go." Brain ordered.

"Oh for the love of…" Ben grumbled as he readied the Omnitrix. Slamming the core down, the crowd glanced over for a second as a new form was revealed.

Resembling a humanoid creature with bat like ears on his face, along with green eyes all around his body. Having light and dark yellow skin, he wore black pants with white stripes and green accents on the sides. Wearing black fingerless gloves with green cuffs, the Omnitrix dial was located on a belt around his waist, with the Fairy Tail emblem on his shoulder.

"Y'all just making a spectacle of yourselves with this behavior..." The alien punned, making Lucy groan.

"What is…nevermind. Go." Brain ordered again.

"Gotcha." Racer acknowledged, speeding off. Reaching them in mere moments, the two gasp as he kicks them down.

 _ **" _M_ otor!" **_He yelled.

"Natsu, Gray!" The…Lucies yelled? They then turn to each other, but not before the copy uses her whip on the original.

"What the hell! Why am I hitting myself?!" Lucy did a spit take.

" _Eye_ got it! Get it? _Eye?_ Like **Eye Guy**?" The Octopoid punned lamely again, but not before a few of his eyes shot green lasers at the fake Lucy, making her jump away.

Lyon and Sherry ran towards Hoteye, whose eyes flickered orange. The ground started to become soft, turning into an organic like configuration as the two began to get swallowed up by it.

"I'll get Angel!" Hibiki yelled as the Trimen ran.

"Then we'll get—GAH!" Ren yelled as Racer intercepted the three.

Jumping into the air, Erza re-quips into her Heavens Wheel Armor. Sending a flurry of blades down at Cobra, the snake and human dodge the blades with fluid nature, shocking Erza.

"He's reading my moves?" She grunted as she re-quiped again.

"Flight Armor!" She yelled as the light dissipated. Having cheetah like decorations, this set was less armor-like and more like a suit. A green cloth hanged on her waist as she charged with dual short swords.

Charging at Racer, he quickly dodged as quickly as she attacked. Cobra then however predicted where she was going to be, walking right under she flew, slugging her in the gut.

"I told you. I can hear you!" He grinned as she landed.

 _'I knew it, he's predicting me!'_ She grunted.

"Predicting? Oh no, I'll telling you…I can _hear_ you!" He answered again.

 _ **"** ** _Ic_ e Make…" **_Gray started, only for the two figures to copy him, making him gasp as he turns around.

 _ **"** ** _L_ ances!" **_The copy yelled, launching Gray away.

Lyon and Sherry flicker two circles as they launched their own spells, making Hoteye do the same as he thrusted two fingers out, spawning an orange circle of his own.

Consuming their projectiles again, the two yelped in pain as they got swiped up. Erza continues to attack Cobra to no affect, stopping her attacks as he grabbed her swords.

"I can hear everything… Your breathing, your muscles contracting…" Cobra grunted. "Even your thoughts…"

But as he said so, his eyes contract as he suddenly backed off. "Wha? You…you were…"

"A chance!" Erza rushed in, only to get intercepted by Hoteye as he launches her into the air. Racer comes over and kicks her away.

"Cobra! What the hell are you waiting for!" He yelled, making Cobra grunt as he sends his snake out.

"Cubellios!" He yelled out. The snake rushed into the air, baring its fangs as it seeped them into Erza's arm, making her yell in pain as she landed.

Eye Guy sighs heavily as he watches everyone. "Why can't anyone coordinate some sort of plan for once…" He face palmed. His eyes then darted back as Brain shook his staff, flickering a purple magic circle.

"Crap!" He yelped as he tapped the Omnitrix dial, flashing as it replaced him with Diamondhead. Slamming his palms, he generated a dome around the group as green swirls of energy morphed from the ground, surrounding the dome of crystal.

" _ **Dark…hmm?"**_ Brain then said, noticing a certain blue head hiding behind the boulder along with Diamondhead, making her shudder. "You…Wendy!" He then said, sweating immensely as he stared at her.

"Someone you know Brain?" Cobra turned his eyes over to the staff holder.

"There is no mistaking it…you, you are Wendy." The man narrowed his eyes. "The Sky Sorceress…!" He titled her.

"What…?" Gray muttered.

"COME!" Brain then yelled as he thrusted his skull staff forward, generating a green hand of energy that aimed itself at Wendy. Taken in surprise, everyone gasped as it neared towards its victim, making Diamondhead gasp as an unpleasant memory came into mind, reverting back to Ben.

' _It's just like before…NO! I won't let it go like this again!'_

"WENDY!" He gritted his teeth as he dashed towards Wendy, pushing her out of the way as he got grabbed in her place.

"Ben!" Wendy grunted as she fell to the floor. Brain clicked his tongue. "Interfering rat! …But on second thought, perhaps we can use you!" He then yelled as Ben was pulled away, his hands unable to use the Omnitrix.

Grasping the boy back towards the group, Natsu and Erza yelled out to him as he got sucked into the skull, vanishing out of thin air. Brain then activated his spell again.

 _ **"** ** _D_ ark Rondo!" **_He yelled, expelling green waves of energy towards them. The members of the alliance tried to dodge but to no avail. It seemed all was lost, but then…

 _ **"** ** _I_ ron Rock Wall!" **_Jura yelled loudly. Moving his index and middle finger into an outstretched pose, a yellow circle flickered as the surrounding ground sprouted cylindrical pillars of stone, covering the group from the barrage of energy.

"Just in time…" He exhaled.

"Jura!" Sherry and Lyon called out with surprise. The rest of the crowd cheered for him as he walked closer. Natsu groans as he stands up, growling.

"Damn it, let me at 'em again…eh? Where'd they go?!" He barked, making everyone look over.

"They disappeared?" Gray blinked in confusion.

"W-Where'd they take Ben though?" Wendy stuttered with worry as she and Wendy walk up.

"They got us though…" Ren grunted. "Those guys are way too powerful…" Eve added.

"What kind of monsters are these guys anyways?" Lyon grumbled. "There's only six of them, yet they wiped the floor with us like it was an afternoon stroll!"

"And Christina is in a pile of wreckage now…" Sherry muttered.

"Yes…that women said that her two familiars could dwell into the mind of whoever they copied." Jura confirmed.

"What about everyone who was aboard her then?" Lucy mumbled. Hibiki patted her shoulder. "Don't worry. Christina was being controlled via remote control. We were planning to board it once we found their base, but as you can see…" He then looked over.

"Still, I'm glad you remained intact Jura-san." Lyon grunted as he held his injured arm. Jura shook his head, admitting that he was in a close situation himself.

"I'm only standing due to Ichiya-dono's pain relief parfum." He glanced over to the posing man.

"Damn those Oración Seis though…getting the better of us just as we arrived!" The orange haired man sniffed. "We must've scared them away!"

"We got creamed you dolt!" Gray retorted.

"Ho hoh? Those injuries I see. Then what you need is perhaps my pain killer parfum!" The short man spun as he opened up another bottle of scent, letting the pain of everyone numb as they whiffed the smell.

"But those bastards! They took Ben!" Natsu growled again as he started to run again. Carla sighs as she pulls on his scarf, bringing him down.

"Sheesh. Try calming down a little. You truly are as unruly as the word goes." She said as she flapped her wings, surprising everyone.

"Wings." Ren noted.

"Indeed wings. The cat is flying." Sherry blinked.

"This magic is called Aera." Carla turned around. "Stop copying Happy!" Natsu grunted, making her hiss.

"Anyways, I'm afraid that I and my little friend here are worried about Ben." She gestured her arm. "It just so happens that we can't beat these individuals by randomly fighting them."

"That is correct." Jura walked up. "The strength of our enemy was higher than anticipated, scowling our data by a landslide."

"And also, that girl seems to be in great pain." Carla then said as she looked over towards Erza, who was clenching her bitten arm with great discomfort, despite the parfum's effect. The spot was starting to turn purple.

"Erza!" Natsu looked at her arm with concern. "The snake's poison is spreading through the spot it bit you at…" Lucy frowned.

"I wonder why my parfum's effect is having a nugatory result. Meeeeeen." Ichiya blinked in surprise as the poison started to spread even more, making her grunt loudly.

"W-What'll we do?" Lucy looked around. Erza groaned as she opened her eyes.

"Lucy…" She mumbled, bringing the blonde's eyes over as she grabbed her belt and tied it on her arm.

"Eh?!" She yelped as her skirt dropped, making the Trimen go wild for a bit until she kicked them away.

Stabbing a sword into the ground, she sat down with her arm out, biting onto a rag while looking at her.

"I need you to cut this arm off. It's the only way that I can keep fighting." She pleaded with a readied face, shocking her team.

"Don't be a fool Erza!" Gray shouted. To his surprise, Lyon picked it up, standing in front of her. "Oi, Lyon!"

"Are you serious?" Lucy looked at him.

"Do it!" Erza yelled.

"At this rate, she'll die. To ensure her survival, we gotta do it!" Sherry intervened.

 **"Do you fools mind having a serene mind in a time like this?"** Carla called out, making everyone gasp. "We have someone who can take care of that problem."

"Huh? You know someone who can cure her poison?" Eve asked. "Who?"

"Why it's Wendy." She pointed to said girl as she walked in. "And it's not just poison. She can also deal with fevers, injuries, and can even stop pain to a degree as well."

"Impressive." Ren blinked.

"But isn't Healing Magic a Lost Magic?" Sherry folded her arms. "How could someone like her possibly have something as rare as that?"

"Does it have something to do with her being called the Sky Sorceress or something?" Lucy asked, making Carla turn to her.

"The reason why he called her that, is because she's the _Sky_ Dragon Slayer." She revealed, making everyone gasp in surprise as they dart their eyes over to Wendy.

Sitting down next to her, Wendy laid her palms in front of Erza's body, making a light blue flash appear. To their surprise, and much to Erza herself, the purple shift of glowing light on her arm began to dissipate, once again making everyone go closer as they watched the miracle.

Erza panted for a bit, before looking at her own arm. She then turned to Wendy, who had a worried look on her face still.

"You…thank you." Erza nodded her head.

"Yes. But…" Wendy then stood up, looking over towards the sea of trees.

"We have a new task at hand now." Carla said as she stood beside her.

"…Yes." Erza grunted as she stood up, reverting back to her normal armor. "We must rescue Ben."

"YEAH!" Natsu growled as he extended his arm into the air, with everyone rallying up…

* * *

 **...**

Now in a deeper area within the Worth Woodsea, a place surrounded by flowing waterfalls revealed a small island with a stone skip way, revealing an entrance into a cave. A part of the city that were used by the ancient people from long ago.

Inside the caves, Oración Seis was now using them as their base of operations. In a part of the cave lit up by candles, Ben was thrown down onto the ground with his hands tied together by rope. Brain stood in front of him with an evil grin.

"Brain, who's the kid?" Racer asked as he leaned against a part of the cave.

"Does it have anything to do with Nirvana is all I'm concerned with." Cobra responded.

"No, it doesn't look like it." Angel responded.

"Then we can sell him for money _yes?!_ " Hoteye suggested, making the first two retort against him again.

"The Sky Sorceress seems to be of great concern to this brat. And if you hadn't noticed, he possesses some rather unique Take-Over forms." Brain explained.

"If we have him, we can get her to come to us. She uses Sky Magic, which is also known as healing magic."

"Healing… A Lost Magic." Angel noted.

"Wait…you don't mean?" Cobra then gasped as Brain smiled.

"Yes. We'll use him to bring her to us. When we have her, she can revive _him!_ " He yelled, making everyone dilate their eyes in delight.

"Can I ask whom of which you're talking about at least?" Ben blinked while looking at them lazily. "And I doubt that you'll be able to get Wendy. The guys only learn the hard way that strategy works in the end game." He then smirked.

"Oh, but you _will_ be helping in the task." Brain countered. "Racer, bring him here."

"Sure, but it'll take even me an hour to go back and forth." He shrugged. "No matter." Brain snickered.

"If he's revived, then Nirvana's as good as located then." Cobra smiled.

"Yes. Now then; Cobra, Hoteye, Angel. Continue your own searches for Nirvana in the meantime." Brain ordered.

"Guess we'll get started then." The snake mage yawned as he petted his snake.

"Let's make a wager! First one to find it gets…" Angel started.

"A million jewels _yes?!_ " Hoteye cut in, making them both sweat drop.

"Midnight and I will remain her for a bit longer." Brain turned around as they started to leave.

"Now then…I think I have a nice job for you, what was your name…ah yes, Ben Tennyson, the Null Fairy." He then smiled as he looked back at him.

"Bah, whatever you do, you won't make me budge!" He spat at him.

"Oh? Then how about I do this then? I'm not asking for you to help us, I'm _ordering_ you to help…" Brain muttered as he walked closer, aiming his staff at the boy.

Flickering a black circle, shadows began to wrap around Ben, making him wince as he got engulfed in the blob of dark energy. As it swallowed him, a bright purple light flashed within as he started to scream. It continued for a bit, and after so, the light vanished, leaving Ben standing up with his head down while still enveloped in a wrapping of energy.

"Now then, _puppet_. I have just one order for you to accomplish." He started.

 **"Eliminate the Guild Alliance, and bring me Wendy Marvell!"** He shouted as his staff glowed.

The energy rolled off the boy, changing his appearance. His green and white shirt turned into a black overcoat with grey accents. Wearing an eggplant colored turtleneck underneath, he had black leather pants with boots of the same color. A constant aura of dull grey surrounded him as he opened his eyes, revealing them to be dull grey. The faceplate on his Omnitrix turned purple, along with the 'Y'.

"Now… Go!" Brain swung his arm out, making Ben walk out as his blank expression stayed still. His eyes glowed as he exited the cave. Whatever was going to happen, it would be on an extraterrestrial level to be sure…

* * *

Ho ho. Was that good? The ending may have been a little…emo? Perhaps? Idk.

I liked the idea with Ben going on a dark like path. Mind control seems to be a thing that I understand a lot more to be honest…not that I have anything that relates to me interest regarding that, mind you. It's not what ya think!

Going through Ben's memories might affect Cobra, I'll see _if_ it'll be a good thing to implement, we'll see.

Anyhow, that's all I wanted to say. This is the introductory chapter to the Oración Seis Arc. I hope you all enjoyed it!

And of course, please rate/review if you want. I like the advice that you guys give out, and it makes it silly to read depending on the stuff!

So, with all that said and done, I'll see you all in the next part. Toodles!


	31. Alliance Conflict (Oración Seis 2)

Hey everyone, sorry for the wait!

So, welcome back to the Null Fairy! Let's see what we can discuss!

I do plan to have Wendy do something to alleviate Ben of his 'possessed' state, but I won't reveal until I write that actual part, so stay tune for that!

 **Sean Bruce:** Some what-ifs could be cool. It would give me a bunch of good ideas for the passing time. Regarding the after effect of Ben and the Magic Council, I may be conflicted to keeping the boy's state of mind or secrets tucked in. Policy and possessiveness aside, I don't think he would be too comfortable in that.

Regard Ghostfreak, it's highly unlikely he'll be in the story. As seen in Season Two, he escaped from the Omnitrix, making it so that it had no Ectonurite DNA inside the device. Perhaps I can write some kind of twist regard that kind of thing, but we'll see.

 **KRV:** Those are some nice suggestions for the Edolas Arc. I might think about some of those when I get to that Arc, keep up with the ideas.

And no, thou story shalt NOT be cancelled! It's just a rather annoying problem that I would like to thank towards the system that we call…education. Give me a break, time and story writing are _two_ very sensitive things!

…Anyhow, enough of my rambling. Sorry for scaring all of you, so here's the next part of the Null Fairy. Replacing the god forsaken author's note here we GOOOOOOOOOOOOOOOOOOOOOOO! Thanks for over 400 reviews and almost 80k views!

And as always, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support their official releases, and once more…HAPPY READING TO YOU ALL!

* * *

 **Chapter 31:** _Alliance Conflict (_ _Oración Seis Part 2)_

"Come on, where the hell are we now?!" Natsu barked.

After Ben's capture and the alliance's regrouping, they decided to split off into smaller groups for the sake of covering more ground. The first group consisted of Natsu, Gray, Happy, and Carla. The next was that of Lamia Scale's members Jura, Lyon and Sherry.

The next group was supposed to be the members of Blue Pegasus; Eve, Ren, and Ichiya, but somehow Ichiya had gotten separated from them, making them a bit nervous as they were being stalked by narrowing eyes in the darkness.

The last group consisted of the last four, which were Lucy, Erza, Hibiki, and last but not least, Wendy. Stopping at a point, Hibiki requested for the team to stop for a moment as he brought up his Archive.

"Give me a minute. With this, we'll be able to tell the locations of the other groups, and if they need help, we can head towards those specific ones." He explained as he quickly dialed on a floating terminal.

"Be quick with it though. Who knows what the Oración Seis are doing." Erza noted, making Wendy gulp nervously.

"T-They aren't going to hurt him I hope…" She mumbled, causing the redhead to turn around and smile. Patting her head, she tries to comfort her.

"We'll get him back, you can count on that promise." She stated. "After all, you care for him right?"

Blushing a little, she nods as Lucy looks around nervously. "I hope everyone's doing alright…"

* * *

 **…**

Back with Natsu's group, they were discussing the abilities and traits of Sky Dragon Slayer Magic.

"So…does she eat air or something? How does it taste?" The flame mage glanced his head over.

"How would I know?" Carla blinked in confusion.

"Wait, isn't that the same as breathing then?" Gray sweat dropped.

"Whatever. The point is, she came to this mission for a chance to meet you." Carla then turned to Natsu. "She wanted to ask you something."

"Me? What is it?" He then asked.

"If whether you knew about the dragon that taught her magic. She was hoping to see if you knew anything." Carla revealed, making Natsu sigh a little.

"Hmm, well what's the name of the dragon then?" Natsu hummed.

"Grandeeney, if I'm not mistaken." She responded.

"Grandeeney the Sky Dragon…sorry to say, but—GAH!" He then yelped as he head butted a tree.

"W-What is this?!" Carla gasped as her eyes contracted in shock.

As Natsu got up, the four gasp as they witness the strange phenomenon in front of them. The area in front of them was covered by a black miasma, turning the trees into a dead black color, along with the rest of the affected space. As they did so, footsteps were heard behind them, making them turn around.

To their eyes, members of the Naked Mummy Guild stood. Talking about Nirvana, they gallantly walked up to the group, saying that it was causing the area to die out.

"Zatou, I see them." The cloaked monkey man said.

"I see them, Gatou." An afro suit wearing monkey man responded. Several more members started to come into view, making the four dart their eyes around.

"W-Woah." Happy yelped as he and the rest of the crew were being surrounded.

"Ho ho! We got ourselves a bunch of monkeys Gray!" Natsu quirked as he did a taunting expression of a monkey.

"AH! These crappers are from Fairy Tail boss!" Another member called out, revealed to be the one who ran from the other incident.

"Comrades of the woman and kid that screwed our plans from Acalypha." The cloaked monkey man swung his head over.

"Another monkey!" Natsu chuckled.

"REALLY?!" Carla barked as she retorted.

"We're Naked Mummy, working for Oración Seis! Prepare your banana holes for a beatdown!" He then declared.

"Let's play!" The afro one then smiled.

"That's one of the Dark Guilds." Gray narrowed his eyes.

Carla started to look around worriedly. Shaking, Happy tried to cover her while the others looked around. "I thought we were only going against six people!"

"No, the dark guilds have affiliations with the Oración Seis, but this is perfect…" Gray grinned as his hand generated cold vapor.

"Yeah! We'll fight these chumps!" Natsu continued to do monkey expressions as the white cat does a spit take.

"We should be running!" Carla suggested.

"Run? Come on, they came here on their own accord. We'll smash them up and make 'em tell us where their HQ is!" Gray then grunted as he placed his hands together.

"Wait for us, Ben!" Natsu grinned as he spun his arm in excitement.

"I see what Ben has to deal with now…" Carla face palmed.

"That's Gray and Natsu for ya!" Happy pop up.

While that was happening, the other groups were starting to get into conflict with other dark guilds. Ren and Eve were surrounded by folks were blue and red school uniforms, but of course it was another Dark Guild associated with Oración Seis. They all had horn like hair styles, signaling their approaching from the Black Unicorn Guild.

Naturally, Lamia Scale was being surrounded as well. Cornered by mages wearing red robes and wielding staffs, it was the Dark Guild Red Hood. To everyone's surprise was the fact that they weren't able to notice their foes until they revealed themselves.

And fair enough, the parfum man was being mailed to the bone with by a gang like Dark Guild as well, but that's all we have to say about the parfum man. Moving on!

* * *

 **…**

Back at Oración Seis' hideout, Racer returned. Carrying a large T shaped coffin, he grunted as he let it down.

"Sheesh, actually took longer than I thought." He cracked his neck.

"It's alright. No one's faster than you after all." Brain smirked. "And after we obtain Wendy, she'll heal this man for us. Nirvana's as good as ours, all we have to do is wait now."

A bit away, Ben walked along a trail, glancing over with a blank face. Pushing his sleeve up, the Omnitrix dial glowed a menacing magenta as he popped the core up. Slamming it down, Echo Echo replaced him, but his appearance was a bit different. His silicon suit had a darker tone to it, being black as his eyes were changed to a dull grey color as they glowed. The dial was purple in color as he then tapped it, creating clones of himself.

"Spread out." Echo 1 grunted. All of them nodded as they started to run in separate directions as multiple flashes of purple were seen…

* * *

 **…**

"This guy's a monster!" The previous monkey man gasped as he tried to shoot Natsu, but to no avail. Grinning, the flame mage punched away at him, sending him away like a star.

As the Fairy duo continued to wreak havoc, Carla's mouth was agape as she and Happy watched them. The ruthlessness of the mages continued to surprise her to no end as Happy cheered them on.

"Let's take them together, Gatou." Zatou huffed.

Naturally, an epic fight was to be expected, but it was more like trying to endure whacking their numbers away for Natsu and Gray. After a few more minutes of non-stop whack-a-monkey, the two were gasping for air with comical expressions as the entire Naked Mummy guild laid down in defeat.

"Sheesh, they actually had fight in them." Gray grunted as he and Natsu panted.

"THAT WAS AN ENTIRE GUILD YA MORONS!" Carla slapped a tree as she retorted loudly.

"Ok Afro, where's the base?!" Natsu then held Zatou by his collar.

"Ain't tell—WHACK!" The moment Natsu heard it, he whacked him with his forehead, knocking him out as he went on to Gatou.

"Guest, if you would please…" He muttered as Natsu let him go.

"Guest?" He and Gray stood straight.

 **"Yeah! Hey flame brain, long time no see!"** A voice came from the top of a tree as they turned their heads. A man wearing a black top and white pants looked down on them.

"You!" Gray looked up.

"Erigor you breezy bastard, what up!?" Natsu gestured to him, making him and Gray dead pan.

"Anyways… After the breakup of Eisenwald, I worked along with the guilds associated with Oración Seis." He explained as he floated down, hovering in front of them. "I've been waiting for this day!"

"A revenge match? Heh, alright!" Natsu grinned as he pumped his fists.

"Y-you're going to fight even more…" Carla sweat dropped.

"That's Natsu for ya!" Happy responded…

* * *

…

Back to the other groups; even though they were facing Dark Guilds of their own, there was a reason why they were sent as representatives of their respective guilds. Dealing with their problems with ease, the attention of our view returns back to the Echo squad as they continued their own pursuit of the Alliance members.

"Hmm…we seem to be doing fairly well…" Hibiki noted as he continued to monitor via Archive. "I just hope that Oración Seis doesn't have any secret weapon or anything…"

* * *

 **…**

 _ **"** ** _F_ ire Dragon's Iron Fist!" **_Natsu roared as he leaped into the air. Moving his index and middle finger out, Erigor flickers a white magic circle as Natsu collides his attack, causing a flash of white and orange.

"Aren't flames the worst match for wind?" Carla looked up.

"That's usually the case with elements." Happy answered.

"But this time, Natsu's a lot stronger from back then." Gray followed up as Natsu flamed up again.

 _ **"** ** _Fir_ e Dragon's Talons!" **_He quickly yelled as he spun and kicked Erigor away.

' _The brat's a lot stronger than before…'_ He grumbled. "Heh, you're stronger than before!"

"Yeah, but sorry Erigor… I gotta get you out of my way so I can continue to find Ben!" Natsu grunted as he flashed a flaming aura.

"Take this then!" Erigor shot back as he crossed his fingers out. A light purple circle flickered.

 _ **"** ** _Em_ era Baram!" **_He shouted, sending down a large concentrated blast of wind down on the four. Gray quickly hugged the two cats to protect them as a large screen of smoke surrounded the area as a result from the impact.

"Ha! How do you like that kind of destructive power! I've been training for the purpose of revenge for all this time!" He boasted.

"That's pretty lame then pal!" Natsu retorted as he brushed the field of smoke away with his flames, shocking him a little. "Revenge can't be the only thing you're fighting for eh?"

That made Erigor silent for a moment, before closing his eyes and smirking. "Heh. Yeah, you said it. This ain't about Eisenwald or the Oración Seis, THIS IS JUST BEING A MAGE THAT WANTS TO HAVE A GOOD FIGHT!" He declared as they both grin.

"Bring it on then!" Natsu barked as he began to charge up magic.

Surging power into his hands, Erigor charges down at Natsu, with both of them yelling in unison as he came closer. Eventually, Erigor completed his charging, thrusting his attack out as the two flicker their own circles.

 _ **"** ** _M_ agic Wind Palm!" **_Slamming his palms together, a rush of devastating wind came crashing down towards Natsu, causing a large explosion, but he missed, with Natsu proving it as he leaped out from the newly made smoke field.

"Crapbaskets!" He yelped as Natsu roared.

 _ **"** ** _D_ ragon Slayer Secret Art! Crimson Lotus: Fire Dragon's Fist!" **_The flame mage began a flurry of bright red punches against Erigor, continuing to pound him as they got higher and higher into the sky.

After continuing the pummeling for a bit, Natsu slugs his arm one last time with extra force, sending the wind mage flying off. Landing with a loud thud, Natsu exhales as he lands on a knee.

"That took long." Gray croaked. "Couldn't you been faster, a least a little bit?"

"Ah shut it!" Natsu barked.

"N-Nice course!" Carla sweat dropped. "Aye!" Happy added.

 _'So that's the Salamander's power huh?'_ She then gulped as Natsu tried to interrogate Erigor. Reluctantly giving him the information, Erigor passed out soon after.

"Got it! Let's get goin—"

As he said that, from afar Gray spotted out several missile like projectiles that had an eerie screeching sound.

"LOOK OUT!" He yelped as he grabbed everyone. Dodge rolling, the missiles blew up onto the ground, with large smokescreen of black in its wake.

"What now?!" Carla squeaked.

Looking towards the direction they came front, glowing grey eyes were seen from afar as the figure continued to shoot, making them run.

"Let's get out of here!" Natsu yelled. "I don't think I have enough magic for another boss fight!"

As more and more missiles continued to explode behind them, Natsu and co. ran and ran, eventually escaping the line of sight from the figure.

 **"…Target lost. Moving in to re-positioning."** A gruff voice muttered as he walked off into the darkness of the woods…

* * *

 **…**

As Team Natsu ran from their missile launching foe, the rest of the guilds finished up their fights. However, it was then with Lamia Scale that a figure appeared from the shadows.

 **"…Target found. Alliance members of Lamia Scale located. Proceeding into attack formation."** A chilly voice said.

"So, their base is to the west." Lyon sighed as he dropped a defeated member of Red Hood. "What do we do now Jura?"

"Hmm, I sense a powerful magic force." The earth mage responded.

"One of the Seis?" Sherry asked. He nodded in response.

"Yes. Lyon, Sherry, you two head west. I will deal with the problem here." He ordered. The two mages nod as they begin to run, with the shadow hidden figure eyeing them.

 **"Suspects 2 and 3 are rendezvousing to another location. Presence of another subject leading towards subject 1. The best option is to target…the former."** It then said as it dashed back.

Stalking Lyon and Sherry, it continued to run, eventually eyeing them in an open space in the forest. Looking around, Lyon tries to figure out the best method of approach, only to catch a ray of violet coming from a random spot.

"Sherry, watch it!" He dashed over and grabbed her, narrowly dodging the ray as they stumbled to the ground.

"Lyon-sama?! What was that?" The animation mage blinked as they looked towards the direction of the ray. Dull grey eyes glowed as a familiar shaped iguana alien exhaled cold air, only know its uniform was all black and grey, with his skin being lavender.

"What the…? What is that?" The ice mage blinked in awe. Looking down, a familiar dial intrigued him. "Wait…that emblem on its chest. That's…!"

"What?" Sherry glanced.

"That…it was the same as Ben when he transformed into that creature with many eyes!" He suddenly remembered. "Crap, I think they did something to him, some sort of mind control or something…"

"Do you think we can take him?" Sherry then gulped. "I mean, he can transform into a whole bunch of things I assume right?"

"Yeah, meaning that we can't take the chance with an all-out brawl. We have to break apart from him. Let's distract him first!" Lyon ordered as he focused ice magic in his palms.

 _ **" _Ic_ e Make…"**_

 _ **"** ** _Do_ ll Attack!"**_

Arctiguana widened his eyes slightly as the two prepared their spells. Narrowing them, he taps the dial on his wrist, flashing purple as Heatblast replaced him, only now his rocks were dark purple, and his flames were gray.

 _ **"** ** _Ea_ gle!"**_

 _ **"** ** _W_ ood Doll!"**_

Launching a flurry of ice eagles at Heatblast, Sherry animates a tree into a puppet, using it to rush towards him. With a glare, the Pyronite extends his palms as a blast of flames push forward, consuming the tree in dark flames as the eagles disintegrated into vapor, creating a screen of steam.

"Now Sherry!" Lyon yelled. Following him, the two make their escape, with Heatblast merely standing there.

 **"…Targets lost. Moving in to repositioning…"** He muttered as he walked off…

* * *

 **…**

With Hibiki's group, the four started to walk on, with chatter between them keeping a merry mood.

"So, what's it like be a _Sky_ Dragon Slayer? Can you fly?" Erza asked.

"Er, not to say exactly. It's a Lost Magic that allows one to use healing magic, as well as a bunch of support ones as well. Back when I went on a mission with Ben, I used a bunch of them." Wendy answered, sparking a bit of interest in the redhead.

"Hoooh… And I assumed you enjoyed every bit of time with him as well." She suddenly said, making the blue head shiver for a moment.

"U-Uhm, yes…" She went red a little.

"Come on Erza, stop pressuring the girl…" Lucy pouted. "You really are taking the older sister persona seriously aren't you?"

"Of course. I have to make sure that he's in a state in which he can live a sure and fulfilling life, which also means finding the right partner!" She responded with a vigorous clenched fist, making her and Wendy sweat drop.

"It seems that some of our members are moving… I wonder what's making them—" Hibiki tried to say, only to be interrupted by another voice.

 **"Priority number 1 located, target found."** A chilling voice called out from behind them. The four turned around, only to see a grey silhouette of a moth like alien floating in front of them. His uniform was now grey and black, with his eyes grey like the other forms.

"Ben?!" Erza's eyes widened with joy. "You're safe." Hibiki held an arm in front of her as he narrowed his eyes at the transparent individual.

"Hold it, something's not right." He warned them. "I feel some kind of malevolent force surging off from him…"

"What do you mean?" Lucy asked.

"Ben…?" Wendy looked at Big Chill strangely, only for the Necrofriggian's eyes to glow as he rushed towards her, grasping her with his hands.

"Eep!" She squealed.

"Oi Ben, what're you doing?!" Erza barked as she got into a stance.

"Target secured. Initiate escape protocols and return to base…" He muttered, phasing into the ground. Erza tried to stab the place where he went into, only to display no such luck in finding them.

"Shoot. Something must be controlling him… I swear, once I get my hands on them…" Erza grunted as she gritted his teeth.

"Well, then we must find their base first. They seem to have some sort of use for her, so our best bet is that Ben took her back to their headquarters." Sighing a little, the rest of the group nodded in acknowledgement.

"So, is it like those types of spells? You know, defeat the caster and it'll dispel itself from the victim?" Lucy asked.

"Well, there are many types of spells that target the mental capacity of a person. I might have to examine him closely to be able to determine the type of spell that was used on him. It won't be easy though, especially with the amount of power he has on himself." Hibiki responded.

"Then we have a plan now. Find Ben and Wendy, and rescue them both." Erza bluntly grunted as she ran forward.

"I guess that's what we'll be going at then…" Lucy whimpered as she shrugged.

"Truly." Hibiki added, but he then started to look around, feeling some sort of weird sensation.

 _'I have a bad feeling about this… Is it Nirvana?'_ He gulped as he and Lucy chased after Erza…

* * *

 **…**

 **"…Target secured. Primary mission has been completed."** Big Chill uttered as he and Wendy phased out from underground. While still holding her, Brain turns around, clearly satisfied with his actions.

"Excellent." Turning to the fearful girl, Brain places a palm on the coffin. "Now then, I have something that I want you to do, Wendy."

"N-No! I won't help you bad people, especially since you did something to Ben!" She brought her fists up in protest.

Smiling to her defiance, Brain glances over towards Racer, nudging his head over to the coffin. Nodding, Racer begins to unchain it, slowly opening it up. Big Chill remained unfazed as he and Wendy watched. As it opened more, the individual revealed inside made her go wide eyed in disbelief.

"Are you sure you won't use your healing magic, especially for someone who practically saved your life?" He then grinned.

"W-Why…why is he here? Why is… **Jellal** here for?" Wendy crowed.

 **"…Lal…"** Big Chill mumbled.

Saying that, dim lights revealed the person inside, revealed to be Jellal. Still wearing the clothes that he had from the Tower of Heaven conflict, he was chained up in a T-pose, but strangely enough, on various parts of his immobile body were cracks of blue light.

"You shall revive this man for us. He may have been a twisted man with a twisted sense of nonsensical ideology, even enough to make the Council fire Etherion, but you cannot deny the inevitable truth." Brain gripped his staff.

"Because if you don't…" He uttered, taking out a knife. "Then…"

 _"STOP!"_

Right as the blade went next to the unconscious man's neck, Wendy shrieked, won over by desperate sniffles.

"Please…don't…" She sobbed as she dropped to her knees. Taking the knife away, Brain blasts a pulse of magic next to her, making her squeak.

"Then cure him. The deed should be simple for a mage of your caliber." He ordered. As Wendy looks up to her supposed savior, Brain glances back at Big Chill.

"You, go find the other Alliance members. Eliminate them." He swung his arm out. Big Chill blinked, but not before sneaking a look at Jellal before phasing down into the ground once more.

"Jellal…" Wendy mumbled…

* * *

 **…**

Approaching the Seis' headquarters, Team Natsu looks around, calling out Ben's name.

"BEEEEEEEEEEEEEEEEEEEEEN!" He screamed, his voice echoing through the landscape.

"What the catnip are you doing you dolt!? There might be enemies around!" Carla did a spit take due to her shocked reaction.

And to her right insight, or rather unfortunate jinxing, Racer appeared, snapping his legs against the four, flinging them back. Landing with a roll, Gray grunts as the others recover.

"Natsu, you go down there. That's probably where they have Ben! I'll handle things from here!" He yelled.

Zipping to a tree, Racer smirks. "You really think I'll let you?" As he began to run down with his super speed, it was to his surprise that he suddenly was spinning. Looking down, he realized that he was in fact slipping on a wall of ice that Gray generated, causing him to fall down to the ground with a moderately loud thud.

"Happy, Carla! Use you're wings and—Wha?!" He groaned and sweat dropped a little as he saw the two cats laying down with swirls in their eyes.

"Urgh, get on this then!" Gray yelled as he flickered a circle, generating an ice slide.

"Let's GO!" The flame mage grinned as he grabbed the two cats. By now they were conscious, but both were bug eyed as they went down with him. Leaving Gray by himself, Racer growled as he walked towards Gray with an annoyed expression.

"You stopped my running…"

"Oh, I say that you tripped actually." Gray retorted.

Down at the bottom, the Three Musketeers tried again with their calling, alerting Brain. Eventually eyeing the cave opening, the three began their approach, reaching the entrance, but then…

"Hey, what's in—"

 ***SPEEEEEEEEEEEEW!***

Deadpanning but then yelling comically afterwards, the three were pushed into the cave by a green liquid that was shot from behind them. As they rolled into the cave for a bit, they looked forward, only for everyone to be shocked as a familiar blue haired man stood in front of them.

"What the…" Natsu blinked. Beginning to get cold sweat, Brain glances back with a successful looking grin. Natsu and co. notice Wendy on the ground with tears rolling down her face.

"I-I'm…sorry…" She sobbed uncontrollably.

As Jellal turned around, Natsu and Happy's faces reveled in deeper levels of remembrance as their eyes continued to contract even further.

"Jellal…" They both muttered.

"This person…saved my life…" Wendy continued to wipe her tears, with Carla noticing her body movements.

"Wendy, what were you thinking? If you use that power recklessly you'll…" She tried to say, only to gasp as said girl fell to the ground. Jellal looked down at her, with Natsu starting to get angry.

"You…why? Why are you here for, JELLLLLAL!" The flame mage rushed forward with a flame fist. The blue haired mage simply turned to face him, holding out a palm as a bright blast of yellow launched him back into a wall, making a few rocks fall down onto him.

"Natsu!" Happy yelped as flew over to him.

"Devastating magic as always." Brain said as he walked towards Jellal. Though to his surprise, the mage turned to him, blasting a magic wave at him as well, making the floor collapse.

"WhasTA?!" He croaked as he fell down into a hole.

As the two cats attended to their Dragon Slayers, Jellal walked out, not even bothering to look as the two glare their eyes at his back. As he walked outside, he hums a bit at the figure who launched the group of three into the cave.

It was a dark green, bulbous alien resembling a puffer fish, though it had legs and arms, along with a tail. He had 3 spikes sticking out the top and bottom of his head. His mouth covered mostly the upper front of him, which is filled with dull colored, pointed teeth. His eyes were connected to the corners of his lips, being dull grey in color. Wearing black pants, the Omnitrix dial was glowing a menacing purple on his stomach part of his pants.

"You…are…" Jellal muttered as he tilted his head. Staring at each other for a moment, the alien tapped his dial, creating a flash of purple. Replacing him with Ben, Jellal looked down at the boy, and then started to walk off a moment later again.

Ben continued to look at him, and eventually started to follow him. Jellal did not seem to care, continuing to wherever he went with Ben at his side. The whole talk was silent as they went off…

* * *

 **…**

Racer kicked Gray away, making the ice mage grunt as his back hit the trunk of a tree. Quickly beginning his follow up, Racer darts around, with Gray narrowly dodging a fist to the back of his head.

"This guy's fast as hell…" He grunted.

Landing on a tree branch, Racer huffed. "That's what the codename Racer means. To be the fastest, quicker than anything." He explained. Looking up, he then notices a pair of flying mages. "That's…!"

"Natsu. And Wendy?" He looked up in confusion.

"What? Brain was there, they shouldn't have been able to escape!" Racer sweat dropped a little. "How did they…"

"By beating the crap out of him of course!" Gray cut in, making him click his tongue as he attempts to intercept them. Gasping, Gray looks up at his comrade.

"NATSU, DOOOOOOOOOOOOOOOOOOOOOOOOOOOOOODGE!" He screamed.

"Say wha—GAH!" Natsu yelped as Racer kicked the four down to the ground. Landing on his back, he grumbles for a bit, but then notices Wendy falling down headfirst.

"AH CRAP!" He yelped again, squirming on all fours. Diving forward, he barely catches her in his arms, skidding a little on the floor.

"Happy, Carla!" He tried to call out, only to see the cats knocked the hell out. Clicking his tongue comically, he grabs them in his other arm and tries to run off.

"Get back here!" Racer quirked as he ran. Grunting, Gray slams his palms into the ground, invoking a large circle.

 _ **"** ** _I_ ce Make: RAMPART!" **_He yelled, creating a massive wall of ice. Racer slammed head first into the wall, blocking him off from Natsu, who was on the other side.

"Gray!" Natsu gasped.

"GO!" Gray yelled. He was panting a little as a mass of sweat rolled down his face. "I got this…"

"But you…"

"GOOOOOOO!" He screamed, making Natsu blink back in worry as he began to run off. Racer chuckled as he stood up.

"You've blocked me twice now… If you keep this up, my name will be tarnished." He joked.

"Oh?!" Gray sarcastically said. Racer then zipped behind him, making him gasp.

 _'When?!'_ He gritted his teeth.

"Ya know...if I wanted to, I could've ran after them with no problem at all." Folding his arms, Racer smiles smugly. "However, I won't feel good, unless I take you out first!"

"Drop dead!" Gray spat as he flickered a circle. Creating a landslide of icicles, Racer continued to dodge nonchalantly.

"Slow, slow, slow! Come on!" He quirked as he zoomed behind the ice mage again, kicking his back and making him launch into the sky. Landing on his feet, Gray stumbled a little.

"Crap, can't even detect him with my—Grr!" He quirked as Racer kicked him down, skidding a little.

"Don't expect mercy just because you made this giant ass wall of ice." Racer retorted.

"WHAT'D YOU SAY?!" Gray barked back.

"Come at me, fastest and all!" Racer raised his arm, smiling.

 _ **"** ** _D_ ead Grand Prix!"**_ He yelled as he swiped his arm down. A moment later, a horde of motorcycles came into view, making Gray cover his eyes. A figure glowed white as it hopped into one of them.

"What, a horde of magic motorcycles?!" He crowed.

"That's right! A motor show from Hell itself!" Racer retorted as he got onto a red bike, most likely a personal favorite of his. Slamming into Gray, the ice mage was flung into the air with a distasteful grunt.

Landing, Racer looks back at him. "Get on." He ordered.

"You seriously expect me to ride one of these things?! Oh for the love of…" Gray muttered as they rode around him. "Fine! This just got a bit more interesting then!"

Wiggling his fingers for a bit, he timed a jump onto one of the green cycles, grinning as he began to chase after Racer.

"This bronco's mine for the racing!" He yelled. Racer turned his head around, humming in delight. Behind the two of them, one of the cycles starting to morph, turning into a black and grey color scheme as it turned into a more advanced form.

Buckling around with the red and green cycle riders, explosions were seen across the landscape as a result of their explosive interference towards one another, with each trying to attack the other in order to get them off their vehicle.

Zooming to a cliff side, Gray stands up to prepare a spell.

 _ **"** ** _Ic_ e Make: Lances!" **_He yelled, releasing a flurry of ice lances from his flickering circle. Smirking, Racer accelerates, dodging the projectiles. Landing on the floor, they cause a mass of smoke to turn up as the two fall down for a bit, landing on the rocky downward path as the stalking cycle continues to follow them.

"You think you can continue?!" Racer grinned as he flickered a light blue circle.

 _ **"** ** _Hig_ h Side Rush!" **_He commanded, summoning a flurry of rolling tires towards Gray. Gasping, the ice mage skids, deflecting them. The tires that ended up getting deflected rolled back towards the upgrade bike, in which a laser beam incinerated them to a crisp, naturally not to their attention of course.

"Not bad, but the Grand Prix's just rolling!" Entering a hollow tree which had fallen down, Racer quickly drifts, skidding backwards as he looks back at Gray.

"Oi, what're—" Gray muttered.

"How about _this_?!" Opening a slot, Gray went wide eyed as beam launchers released a volley of red projectiles, exploding the entire structure.

Grunting, Gray wipes some of the sawdust from his eyes as Racer grins. "Come on, can't take the hype?" He chuckled as his vehicle revealed more lasers.

"Crap-catnip-baskets!" Gray cursed as the lasers exploded the area around him, causing a slight shockwave from the impact.

As it settled for a bit, Racer soon escaped from the smokescreen, surprising Sherry and Lyon as they spotted him for a split second from where they were. As they stopped from their escaping from Arctiguana, Gray skids towards them after coming out from a corner.

"Lyon!" Gray yelled.

"Gray?" His fellow ice mage blinked with surprise. "What's with the magic cycles?"

"Perfect, get on!" He ordered, making the gray head tilt his head. "Come on!" He grinned.

Lyon blinked again, but then obliged his order, climbing on to the back. "Sherry, stay here until we take care of Racer!" Racing away, Sherry stood for a moment, until a familiar advanced vehicle appeared from the shadows.

 **"** **Priority targets found."** A robotic voice voiced, making the three crook their heads back.

"Ben?" Gray uttered with confusion. "You're ok!"

"No, he's been possessed by some force. The Seis have likely used a spell on him, he's an enemy!" Lyon retorted, making the other ice mage click his tongue.

"Oh come on!" Gray barked.

 **"Scanning targets…"** Upgrade started. **"…Scan complete. Primary threats: Gray Fullbuster. Lyon Vastia. Recommended action: Annihilate."**

"Eh." They both went dot eyed. Morphing into a giant tank, equipped with four sets of laser blasters on the sides, twin magic launchers on the top, and jet engines on the back, Gray and Lyon screamed as they went off.

"Lyon-sama!" Sherry cried out as the Upgrade Tank screwed by the woods, mowing down everything in its wake.

"Just how destructive can a single child cause…" Sherry sighed as she watched them go off.

It seems that the alliance is in a sort of un- _eye_ -deal situation! How will they perish? Will they succeed? What will happen to everyone if they get cornered by a certain hit squad of aliens? Find out later. Anyhow!?

 **"IS THAT ALL THERE IS TO IT?!"**

Yes Gray. Now go scream your silly butt off with Lyon.

 **"WHAT THE HELL?! I DIDN'T SIGNUP FOR THIS CRAP!"**

Shhhhhhhhhhh… Just let it happen Lyon…

* * *

Yippe! A chapter that's done!

Once again, sorry for the delay. I guess I should be saying this know, but school's a crap for things like time.

I wanted to introduce a one-man army situation, so I figured something like an army of possessed Ben Tennyson alien forms would be a good thing. How do you propose for the introduction of this?

Anyhow, that's all I wanted to say. Please rate/review this story if you want. I always appreciate the things that you guys write down.

So, with that all said and done, I'll see you all in the next chapter! Toodles! Chapters may be prolonged just a _bit_ , not a major loop though!

I generally tend to post a week at the latest. Depending if I can write with the time I have or if I'm on a roll, it can change. _(_ _ง_ _ツ_ _)_ _ว_


	32. Mayhem (Oración Seis 3)

Hello everyone! Welcome.

So, we're back to this story! Let's go over a few things aight?

 **Sean Bruce** : Quit with yo story ideas man, ya making me sugary high on that crap! But nevertheless, some good stuff man. A slight eye for the details that I included, nyeh heh heh. Council related things aside, I _do_ plan to have stuff involved with it afterwards, so count on that.

 **Ultimatrix bearer** : Yeah, I realized that during _Duped_ , the Echo's had personalities of their own while as Ben, but since this is mind control, ya figure that they're all the same for now.

 **Traveler-who** : Heck, short chapters aren't my thing. I like to include at least 5,000 words worth of actual story, not counting the stuff that I type to answer questions and stuff, but anyhow, some nice ideas! Keep it going!

Anyhow, that's all I wanted to say for now. Let's get going with the story already! Are ya ready people?! Let's go!

And as always, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support their official releases, and happy reading to you all! Thanks for over 450 reviews, and over 80k views!

* * *

 **Chapter 32:** _Mayhem (_ _Oración Seis_ _Part 3)_

At Era, Ultear was having a pleasant time as she watched over the situation. Having used the same surveillance devices that she used against Ben, she observed the conflict between the Alliance and the Oración Seis. She figured she could get a whole lot out of this. She could potentially use the fact that Ben was being controlled to create trouble for Fairy Tail by using the Council, and also gain more information regarding his abilities.

On and all, it was the perfect experiment to gain data…and she would use it to all the advantages she could have.

"Fuu fuu…this is becoming interesting. The Balaam Alliance and the Alliance of the guilds, how an interesting conflict erupted is beyond my understanding, but this situation provides the most interesting of results. Now then, what shall happen now…?" She smiled as she continued to watch…

* * *

 **…**

What described the situation was what one would say to be…unique in a way. Being attacked inside a sea of wood with the grimacing factor of a long lost ancient magic capable of mass annihilation was fearing to say the least.

What most people don't expect ever is to be chased around the area by wacky enemies, be it organic or mechanical, in which the latter was currently doing, or rather, was trying to do to a pair.

"GO FASTER!" A gray haired mage yelled loudly. Lyon gritted his teeth while constantly glancing back to the death tank that was chasing the pair. Upgrade was shooting a constant array of projectiles at them, to which Gray tried desperately to avoid.

"Of all people to take control of, they take him…! He's probably more dangerous then whatever the hell Nirvana is anyways!" Gray barked as he drifted to dodge a blast of magic.

While the two were riding away for their lives, Upgrade's continuing assault forced them to push forward, so much that Racer was in sight again. Hawking his eyes towards the red magic motorcycle, Gray turned back to Lyon.

"Lyon! Forget Ben for now, can you get Racer?! I can't use my magic that well while I'm driving this hunk of junk!" The dark haired mage requested.

"Tsk! Very well, I'll show you the true power of creation magic!" He grinned, ignoring the blasting tank behind them. Placing his arms together, Gray blinks in surprise.

"Lyon, you're using…two hands." He quirked. Lyon huffed, but then smirked.

"It's how Ul taught us. Ain't that right?" He answered while standing up. "Now then…"

 _ **"** ** _Ic_ e Make: Eagles!" **_Launching his arms forward, a storm of ice eagles furrowed through the air, making Racer hum as he glanced back. Leaping off his vehicle, the eagles decimated it, leaving a pile of metal and scrap heap in its place.

"Did you get him?!" Gray growled.

"No, there's no—" Lyon tried to answer, only to narrowly dodge a blast from Upgrade that exploded whatever was left of Racer's bike. Both of the ice mages yelped comically. Their silly reactions were then changed to gasps as Racer zipped above them, crashing down into their vehicle.

"Enough playing around you two." He stated as the two mages were flung towards opposing directions, though it didn't stop them from preparing more spells.

 _ **"** ** _I_ ce Make…" **_They both muttered. Aiming their arms out, Lyon and Gray activated their spells as circles flickered.

 _ **"** ** _A_ PE!/HAMMER!" **_Summoning a large ape made of ice, it attempted to swing its arm at Racer, who merely dodged. As he landed, Gray attempted to smash him down, to which Racer dodged again unfortunately.

"Speedy magic, but not enough to match my speed." Racer complied, kicking Lyon's chest. Shortly after, he zoomed past towards Gray, kicking him back as well.

Huffing a little, the two ice mages were on their knees as Racer stopped. To their ears, Upgrade hollered over, presenting himself to the three. Racer glanced over, eyeing his appearance.

"Hmph, I know Brain ordered you to take down members, but these two are my prey! Don't interfere!" He cocked his head over. Upgrade merely stood idle, but then globed out from his tank form, exiting the bike.

Revealing his appearance, his green circuit lines were know glowing white, in which Lyon and Gray took notice.

"That different coloration…We have to do something." Gray muttered.

"Yes, but we have to take Racer down too. Assuming that Ben's also an enemy, this isn't the most ideal of situations." Lyon blinked in response. "But…I think we can do this."

"So, what do we do?" Gray grumbled.

"Concentrate. Follow his movements." The two then grin as they begin to strip, confusing Racer; because it was fast, but fast for such a stupid thing. Even Upgrade couldn't help but tilt his head as he pressed the Omnitrix dial, transforming into a different alien whilst the tension roared on.

By now, Sherry arrived. Hiding behind a tree, she glared at the two half naked men with shameless eyes, wondering if this was a form of love in a way. We shan't answer that question though, nein.

As Racer zoomed by, the two mages went back to back, trying to trace his movements. As Racer approached a certain distance from them, it was then that Lyon called their attack out.

"Gray, 50 meters, in the front!" Hearing his words, Gray slams his palms together as he forms a circle.

 _ **"** ** _Ic_ e Make: Ice Geyser!" **_Slamming his palms into the ground, a torrential wave of ice made its way towards the speeding mage. Dodging the growing pieces of ice with swift movement, Lyon prepared his own spell.

 _ **"** ** _Ic_ e Make: Snow Dragon!" **_Extending his palms out, a gigantic dragon made of ice roared as it zoomed by towards Racer. Twirling around its figure, Racer elegantly rode along its path while dodging once again.

"The guy's sped up even more!" Gray clicked his tongue in annoyance. As the two were getting kicked by Racer again, it was then that Lyon noticed a strange phenomenon in his sight.

Apparently, something was 'speeding' pass his line of sight like a blur, though if looked closely, it was revealed to be a humanoid mummy.

Having a black headdress, with two glowing white gaps on either side of it, and a purple rimming at the bottom. Having grey eyes, he had trimmings of purple surrounded the borders of its eyes. His entire body was wrapped in bandages, with two streaking out from his back. Wearing black and white greaves and bracers. A black and grey waist guard was seen, with the Omnitrix dial on his right shoulder, and a purple Fairy Tail emblem on his left shoulder.

"Hoooh…" Lyon narrowed his eyes. Despite seeing his enemy, it was the thing that gave off the biggest of hints. Smirking, he turns to Gray as the mummy alien landed a fair distance away from them.

"Gray, lend me an ear." He ordered, making the other ice mage cock an eyebrow, but not before moving his head close. Whispering for a bit, Gray gasp in realization.

"Really?"

"Yeah, understand?" Lyon finished as he backed off from Gray.

"A strategy session? It won't help ya." Racer retorted, only to gasp slightly as Lyon literally froze Gray in a block of ice.

"Oi Lyon!" Gray tried to shout, only for the tower of ice to grow in height, and very tall in that.

"Lyon-sama?!" Sherry blinked in confusion.

"You aren't needed anymore, Gray!" Lyon huffed.

Looking up, Racer glanced back down towards Lyon. "Freezing your friend. That's a bit harsh."

"As if. He's not a friend of mine. We're merely sibling pupils of the same teacher." Lyon spat.

"But Lyon-sama…" Sherry tried to walk up.

"Now hold on Sherry, complaining won't do a thing." The ice mage smirked. "It's Lamia Scale's win for his one. Let's go!"

"Oh, right." Sherry, albeit confused, complied with his actions as the two formed a pair. The transformed Ben merely watched, scanning the battlefield with his dull grey eyes, leaving Racer's 'prey' alone.

"Overconfidence won't do anything for you." Racer folded his arms. "Well, not like you had a chance in the first place anyways…"

"Yeah yeah, keep ya whacking around!" Lyon baited him, causing the mage to blur towards them. Sherry fan forward, flickering a magenta circle.

 _ **"** **Doll Attack: Rock Doll!"**_ Swishing her arm, a golem of stone erupted from the ground, growling as it attempted to slam one of its large arms onto the speedy enemy. And to be expected, Racer dodged with ease.

"The thing's got power, but lacks _speed_!" He grinned as he began a barrage of attacks on the stone doll.

"Grr…fine, take this then!" Sherry grumbled as she flashed another circle.

 _ **"** ** _D_ oll Attack: Wood Doll!" **_Summoning another attacker, she used one of the surrounding trees, transforming it into a puppet as it howled eerily. The attacking doll tried to pin him down, but alas…

"That magic won't hold me!" Racer retorted.

"Then what the hell are you going to do when I do this?!" Sherry yelled as she thrusted an arm out, trapping Racer within a sea of branches.

"Oh no, I'm stuck! …Nah, just kidding." Slipping out, he kicked Sherry into the air, making her gasp. "And now…!"

Before he could deal the final blow however, Lyon intercepted with another ice attack, making him dodge. To his interest however, Lyon was instead running from the scene, rather than staying.

"Come on! You're fast on the outside, but your mind's slow on the brain part!" Lyon taunted. Racer started to chase after him, clicking his tongue.

"Quite ironic." Racer bluntly said. Chasing him quite a distance away, Lyon smirks as he prepares another spell.

"Your weak point is the lack of strength in your attacks! You can't seal the deal with a finishing blow!" Lyon barked as he came closer.

 _ **"** ** _Ice_ Make: Hedgehog!" **_ Surrounding himself in ice like its quill counterpart, Racer skidded, barely stopping in front of the spiky ice.

"Just try. That is, if you want to be skewered!" Lyon smiled as he jumped away. "So?! What will you do now?! Come at me with that prideful speed of yours!"

Racer simply smiled. "Why aren't you the fool…" Activating a circle, he took a running position.

 _ **"** ** _G_ ear Change… RED ZONE!" **_The circle flashed red, signalizing the added effected as he blurred with incredible 'speed', catching up to Lyon and kicking his spiky armor away.

Landing with a hard thud, Racer scuffs. " _Now_ I'm at top speed. You didn't think I would use my full power on weak-ass guys like you? Come on!"

Lyon grunted, but started to run off shortly afterwards. "Then come at me then, I'm not done just yet!" To his jinxing, Racer blurred in front of him, kicking him away unironically.

"The hell do you think you're going?" He crowed. Lyon landed with a rather unpleasant thud, but continued to run away, however much to his chagrin as Racer began to assault him.

"So, where's that enthusiasm that you were displaying just now?" Racer tilted his head and Lyon croaked on the ground. Continuing to run, he shrugged. "Guess that's it."

"H-How far is he going?" Sherry stumbled. Ben the mummy glanced his head towards the two of them, taking a moment to glance back at Sherry.

 **"…"** Taking a moment to apparently think, Benmummy, if that's what people were describing him at the moment, started to chase the two. Eventually, he reached a cliff side, in which Lyon turned around.

" _ **Ice Make: Eagles!"**_ Showering Racer with another barrage of projectiles, he continuing to dodge. The barrages of ice created crystalized patches of blue on the ground as Racer continued forward.

As he practically assaulted him from every direction, Racer finally landed a blow that knocked him into submission. Landing next to him, he pulled a chunk of ice out, attempting to use it like a dagger.

"I think I have a way to seal the deal now, do I not?" He held the icicle in front of Lyon's face. "See. As long as I have speed, I'll stop you first, before you can use your magic."

Lyon listened to his rampant speech while panting, it was then that he grinned, albeit with some difficulty. "As I thought…" Racer narrowed his eyes behind his shades.

"When I saw Ben blurring in my line of vision, it was then that I figured out how your magic works." He grunted, making Racer gasp slightly. "Your magic doesn't increase your speed, it decreases _mine_ , it's an area-of-effect magic that targets the surrounding area!"

"You…"

"And since it does that, those who _aren't_ within the spell's zone are perfectly fine! When they see you outside your range…" It was then that Lyon glanced at the ice tower he made, making Racer gasp once more as the top shattered, revealing Gray and a large bow made from ice.

"Garh… That's why you had me move away from him…!" Racer grunted as he looked towards Gray. "But still, at that range, he'll never hi—"

 **"He will never miss."** Lyon interrupted with a reassured and confident retort. The top of the tower glowed blue with an awesome power, its loud screech told it's wielder to grasp victory…

 _ **"** ** _I_ ce Make… SUPER FREEZE ARROW!" **_Blasting with a huge circle of blue, a large shining arrow of ice magic surged its way towards Racer, with the pressure of the attack shattering his shades as the attack came right into him.

A large flash of blue blinded the environment. As Racer laid on the ground, Team Lyon and Gray met up. "Well, we did Lyon."

"We still have five more of these guys, and…him." Lyon then glanced over to Benmummy, who was standing a good distance away from them, and…was staring at them uncomfortably.

"Oh, right… Totally forgot about him." Gray sweat dropped. "Though why didn't he attack us? Didn't they program his mind controlling to do so? That's what I heard from Racer."

"Perhaps, but perhaps we'll—"

"NOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!" Racer screamed, ripping his jacket open. As everyone stood up, they all went contract eyed as they stared at his chest, which had a bomb strapped to it.

"This guy!" Lyon and Gray barked.

"For the name of the Seis! If I go down, you'll go down with _me_!" He declared as the bomb readied itself. "One man dead, one man killed!"

"This crapper!" Gray tried to activate another spell, but was too weak to do so. "Crap…why now…"

To his surprise however, and especially Sherry's, Lyon tackled Racer, bringing him off the cliff.

"Ly-" The ice mage gasped as he tried to reach out, only to see a bundle of dark bandages wrap itself around the two falling figures. "Ben?!"

As the three fell down to the sea of woods, a large explosion echoed through the area as the two individuals roared out for their comrades…

* * *

 **…**

Back at another location, or rather, with Jura, the Saint exhaled as he looked at a direction.

"…You might as well come out." He ordered. He then started to sense distortion within the ground as it began to soften, attempting to wrap itself around him.

"As expected of one of the Saints, that's a _yes_!" Hoteye smiled. Flicking two fingers forward, Jura conjured pillars of hard stone that both protected him from the attack, and went towards Hoteye.

As they approached the blocky mage, he flickered an orange circle, converting the pillars into liquid like substances as they collided into them. "Ho ho! The magic I possess softens the very earth! Your magic _hardens_ the very earth, that's a definite _yes_!"

"Enough bickering, fight me!" Jura took a stance. Hoteye then gleamed over.

"Just a reminder… The one that will always win, is the one with money! _Yes_!" He boldly said…

* * *

 **…**

In an area further within the woodsea, Jellal and Ben walked inside a dark cave. Cobra stalked the two with quiet footsteps, but it was all he could do at the moment.

"Sheesh, talk about stealth. If only I could read the guy's damn thoughts…!" He grumbled as he peeked over from behind a boulder. "And what's the kid doing with him?"

Glancing at Ben, his mind was still open, allowing him to dwell into his thoughts and memories despite his possessed state. "Now then, let's see what stuff you've got for me…"

Concentrating with his ears, he started to dwell into Ben's sub consciousness. First going through his basic memories, the ones from Earth, Cobra blinked in confusion, though only until the moment that he reached the Null Void's embrace.

 _'W-Wha?! What the hell kinda place is this?! That's not even a barren wasteland, that's practically Hell… What kind of shit did this kid go through, let alone survive?!'_ He gasped as he panted out from his concentrating actions.

Shaking his head, it was then that Jellal and Ben approached the heart of the area. It resembled some sort of glowing tree that was colored a mesmerizing violet. The two looked up towards the tree, revealing several chain links around the area that stabbed themselves into both the plant, and the ground itself.

Cobra gulped. "Seriously, how the hell does something like this even stay hidden?" Looking up, he licked his lips nervously. "Is this where it is? The place that Brain described? Nirvana…"

Waiting for his answer, Ben watched as Jellal took a step forward, placing a palm on the tree's surface. Shortly afterwards, it started to glow, with an outbreak of energy exploding away from the area. Cobra started to drool in delight as he watched the arc of light surface into the sky.

"We've found it! Finally, our future is here!" He grinned…

* * *

 **…**

Now with Natsu, the fire mage ran aimlessly, but then got a sudden…message through his head.

"Ale? What the…why do I have some sort of map in my head?" He said out loud while carrying Wendy and the cats. "Whelp, might as well go there then."

Shrugging, he began a rather quick sprint to wherever the hell was placed within his mind. After carrying his baggage for a while, he ran into Lucy's group, surprising everyone.

"Natsu!" The blonde blinked.

"Ah, you're back." Hibiki smiled. "And you have Wendy, Carla, and Happy?"

"What happened with Ben?!" Erza saddened growled. "I thought you were going after him?"

"Well, about that…" Natsu began. By now, Wendy was starting to wake up.

"Uhm… Eh? I-I'M SORRY!" She suddenly cried out, surprising everyone yet again, only this time with gasps.

"Now that we're all here, perhaps we can all join forces and look for Ben together, and possibly launch a counter attack." Hibiki then suggested.

"Uhm, but I…" Wendy mumbled.

"Yeah! We ain't gonna let those Oración Seis get away now!" Lucy barked.

"We'll stop them from getting Nirvana too!" Happy added. Of course however, jinxing him right at the moment was a blinding flash of light as traces of darkness seeped out from the ground in the area that Jellal and Ben were at.

"Pillars of darkness…" Wendy mumbled.

"I-Is that?!" Carla looked up.

"That's…Nirvana!" Hibiki confirmed with contracted eyes. As the light died out, the beam of light that was activated by Jellal remained, leaving everyone astonished.

"Did the Oración Seis get to it first?" Lucy squeaked. Natsu gritted his teeth, sniffing the air.

"That damn light… He's there, JELLAL IS THERE!" Natsu roared as he suddenly ran off from the crowd.

"What?!" Erza barked, running along too.

"What do you mean by that? Jellal's here too?!" Lucy asked with a confused face.

Wendy started to get teary eyed from guilt, gritting her teeth as well. "It's all my fault, my…fault…" Hibiki started to sense something from Wendy as she continued. "Because I healed him, because I let Ben get captured, they found Nirvana…and now Natsu-san, Erza-san, they're all going to—"

 _'Now that's enough young lady…'_ Hibiki aimed his palm at Wendy, making it glow yellow as he blasted a few sparks at magic at her, knocking her out.

"Oi, what are you doing?!" Carla barked in anger.

"Wendy!" Lucy cried out…

* * *

 **…**

As the commotion settled there, a bunch of different events were happening around the area as well. But something started to…change the environment, and not just that, but the people dwelling within there as well. As Natsu plowed through a guild that followed Racer, it was then that the other groups started to move out.

"Ehm, sorry for shocking everyone just now." Hibiki chuckled weakly. Carrying a knocked out Wendy on his back, he, along with the rest of his group ran along towards the light. "I guarantee you though, all I did was knock her out."

"And for what reason? I know she's a bit whiny, but that was a bit rough." Carla retorted.

"And why are we running?!" Lucy barked.

"Because we're moving towards that light, it's where Natsu and Erza are going towards. And…it's because I had no choice, but to knock her out." Hibiki then grimaced a little as he stopped.

"I didn't want to say this, but to tell you the truth, I know about the magic, 'Nirvana' as it's named. However, I couldn't tell anyone of its true capability or its nature."

"But you know about it though. Tell us!" Happy floated next to him.

"Fair enough, but be warned. This magic is extremely dangerous. Not even my own teammates know about it, it's top secret information from the Master." He warned.

"What do you mean?" Lucy asked.

"An extremely dangerous magic. One that switches light, for darkness. That, is what Nirvana is." He croaked.

"Light and dark?" Happy hummed. "It switches them?" Carla stated with wonder.

"Yes, but that only occurs in the final stage of the magic. What we're seeing right now is the first stage, in which the seal is released, and black light is seen rising up. First it's that light, and then…the people between light and dark switch to the opposite element." He continued.

"Switch?" Everyone asked again.

"When people on the side of light experience or feel a powerful effect of negative emotion, they will…fall to darkness." He wheezed as the group began to run again.

"So the reason that you knocked Wendy was…" Carla realized.

"Yes, feeling guilt is a negative emotion, so I had no choice, or she would've fallen to the other side." He answered.

"Wait, what about anger then?" Lucy flicked her neck back.

"Well, since he was probably getting angry for someone else's sake, it wouldn't really be called a negative emotion, so I can't say for sure." Hibiki tried to shrug.

"So, in other words, Nirvana switches the personality of a person depending if they're fighting for evil or justice then…" Carla summarized.

"Yes. That was the reason why I didn't want to state the facts so abruptly." Hibiki sighed a little. "Thoughts like, 'Why me?', 'Who should I blame?', or other things that like will be affected by Nirvana."

"With the power of Nirvana, if one could control it, mayhem would arise everywhere." He concluded with a grunt.

It was then that the team discovered Natsu and…Gray? Seemingly fine, what surprised them was the fact that the ice mage was pointing down an ice javelin at the mage, who was barfing because he was on a raft.

"AH! Crapbaskets!" Lucy gasped. Quickly swiping a key, a golden circle flickered.

 _ **"** ** _Op_ en: Gate of the Archer!" **_Summoning Sagittarius, the spirit quickly shot an arrow towards the ice weapon, shattering it into pieces. Gray? growled, aiming his palm towards the crowd

"Who's there?!" He yelled as shot out lances of ice towards them. Once again, Sagittarius intervened by shooting away all of the ice projectiles.

"It's what I do best!" The horse spirit saluted.

"Thanks! And what the hell are you doing Gray?!" Lucy pointed at the 'ice mage'. "It's us you were just shooting at!"

"L-Lucy…" Natsu grumbled as his stomach roared in pain. He barfed soon after again.

"DON'T BARF AFTER SAYING MY NAME!" The blonde retorted.

"As it should be, yes?" Sagittarius blinked while saluting again. By now, Gray? and Natsu bumped to the end of the river, leaning against a boulder while still on the raft.

"Anyway, what the heck Gray?" Happy barked.

"Quiet, stupid cat. Once this chump is finished, I'm coming after all of you next." Gray? chuckled darkly.

"Did Nirvana do something to him?" Lucy tried to guess.

"Natsu!" Happy yelped while trying to rescue his raft barfing friend, only to get frozen solid by Gray?.

"Happy. Cat. Likes fish, can only carry one person. No offense capabilities." Gray? smirked. "Analysis complete."

"W-What're you saying?" Lucy gulped.

"Is this what happens when Nirvana's influence takes over?" Hibiki wondered as he leaned Wendy against a fallen tree. From afar, another figure, or rather, a familiar figure appeared from the shadows.

"Lucy; good looking as seen by Gray, abilities… _Spirits_. Interesting!" The evil Gray? complied as he shot another ice blast.

As Lucy covered herself, Hibiki took guard, blocking the attack with Archive. "No… You are not Gray. Who are you?"

Gray? grinned, and started to laugh as his voice changed to a familiar high pitched one, in which everyone started to recognize. However, Gray? then transformed into a copy of Lucy, much to the blonde's surprise.

"M-Me?!" She gawked at her clone.

"Y-You know that changing into Lucy-san won't do any good right?" Hibiki sweat dropped. Fake Lucy then smiled deviously.

"Ah, but if my information is correct, shameless men like you enjoy…" The fake dared to flash herself, making Hibiki and Sagittarius 'whoo' on the sight, much to Lucy's embarrassment as she slapped them away.

"SHAMELESS CRAPPERS!" Lucy barked.

"Men…" Carla face palmed. "Honestly, mages like you these days…"

"B-But it's not me! That's a fake me, and the me's doing the stuff that I, the me right here is—AAH, what the hell I don't understand anymore!" Lucy fell down with confusion, clearly showing it by crying it out comically as Fake Lucy posed suggestively.

"Anyhow, Spirit information gathering is complete." Fake Lucy grinned. "You possess a large amount of keys, and you even had an audience with the Spirit King himself, not to mention the amount of magic power you possess as well." She pointed out.

"So, Sagittarius my dear…if you wouldn't mind." She then pointed at Hibiki. Much to the spirit's confusion, his body moved on his own, shooting a few arrows at Hibiki, who barely managed to block the attack in time, but still cause damage.

"Eh?" Sagittarius blinked with his mouth agape.

"S-Sagittarius?!" Lucy quirked.

"What's going on?!" Carla gasped.

"It's not me! S-Something's controlling me, but what?" The horse spirit looked down at himself.

"Hibiki! You little turd, are you controlling my spirits?!" Lucy barked at Fake Lucy. Fake Lucy replied with a haughty nod as Sagittarius prepared another attack.

"Lucy-sama, Hibiki-dono, if you would please…dooooooooooooodge…?" He muttered as he tried to restrain himself. Hibiki managed to shield Lucy and himself, but it was a continuous assault.

"Carla! Take Wendy and go!" She ordered. Naturally, Carla did so even without their word, flinging herself high into the sky as she carried Wendy.

"Sorry Sagittarius, but I'm going to have to send you back by forcibly closing your gate." She apologized in advance, but the spirit understood.

"I truly apologize, please do so." Sagittarius saluted as he vanished.

"Perfect! Then I'll just take advantage of the situation, and…" Fake Lucy then took out her own key, swiping the air.

 _ **"** ** _O_ pen: Gate of the Archer!" **_Much to Lucy's surprise, Sagittarius was summoned again, only this time at Fake Lucy's side. "You've called me mada—The bloody hell?! What's going on?" He yelped.

"I summoned you, so that means I'm your owner!" Fake Lucy smiled.

"Well, technically that is correct, but…"

"Then shoot the cat down." Fake Lucy mercilessly ordered.

"Grr…as much as I want to decline that order…" Sagittarius couldn't help but prepare an arrow, much to everyone's shock.

"Don't do it Sagittarius!" Lucy pleaded.

"L-Lucy-sama…" The horse spirit struggled. Closing his eyes, he did in fact shoot the arrow, but only for it to be intercepted by a familiar missile like projectile. Exploding in the air, everyone gasped for a moment, but only to dart their eyes back as Angel appeared before them.

"I was gonna tell you to stop, since the brat's already helped us in finding Nirvana you know?" She looked up at the pile of smoke. "Now where did that come from?"

With her command, Fake Lucy was engulfed in a puff of smoke, revealing their true form as the two small blue figurine like creatures. As they came forth, Sagittarius vanished, but not before promising to repay the situation in the future.

"Well, anyways. Hello there Lucy- _chan_!" Angel waved.

"You're one of them…" Lucy growled as she looked back at the raft.

"Yep. And these two fellas can copy the powers, thoughts, and bodies of whichever opponent they come across completely. Ain't that a cool thing?" She smiled.

"Name's Gemi!" The one wearing the black clothing and with an upward carrot mouth greeted. The other one introduced itself as Mini. Hearing their voices, everyone could tell that it was one male and one female that composed of them.

"These guys are the Twin Spirits, Gemini." Angel winked as she held a golden key.

"One of the Zodiacs!" Lucy's eyes widened. "You're a Celestial Wizard?" Looking down at the river stream, she clicked her tongue.

' _Got no choice, have to use_ her _!'_ Jumping into the pool of water, Lucy takes out another key.

 _ **"** ** _O_ pen: Gate of the Water Bearer!" **_Swiping it, she summoned Aquarius. "Now get her, I don't care if I get washed up!"

"Washed? Tsk, I was planning to do so already." The mermaid spirit kissed her teeth in annoyance.

"Really…?" Lucy gulped. It was then that Angel grabbed her attention again as she took out another key.

 _ **"** ** _O_ pen~! Gate of the Scorpion!" **_Swiping the key in a playful matter, Lucy gasp at the sight of another one of the Zodiacs.

Coming out from the blue circle was a tanned man with half white, half red hair. Wearing a red collar like cloth around his neck, he also wore red sheet-like material around his waist, along with black shorts. Bandage like material was wrapped around his arms and legs, with him also wearing black gloves. His prominent feature was his tail, which was a large gun shaped like an actual scorpion's tail.

"HA YEAH! We are!" Scorpio yelled. Right at this moment, Lucy was probably having the most awkward moment of her life as she saw Aquarius _swoon_ over him.

"What. The. Omni-Freaking. Hell?" She dead panned.

"Hey! How's it shaking Aquarius?! We are!" Scorpio and Aquarius embraced, making Lucy fall to her knees in confusion.

"W-Wait, the boyfriend you were telling me about… It's…?" Lucy pointed a finger.

"Yes~! It's him!" Aquarius blushed. If Ben was here, he would be cringing a bit. Scorpio 'We-are'd' in the background.

"Heya, how do you do, Aquarius' owner?" Scorpio introduced himself. That really made Lucy confused.

"Wait, so how the hell does this have to do with Aquarius' crappy-ass nature?!" Lucy retorted.

"YOU TRYING TO TALK SMACK ABOUT MY GUY?!" Aquarius returned to her hostile character.

"No ma'am, yes ma'am, good for you ma'am!" Lucy saluted. Reverting back to her 'cutesy' act, Aquarius and Scorpio walked off, with Angel waving them a pleasant goodbye. It wasn't even to the attention of the spirit couple that a large figure walked across from them.

"Sheesh, girls like you who don't even know the relationships of other spirits… Quite the shameful act ya know?" Angel shrugged as she walked over to Lucy. "Girls like you…"

Kicking Lucy in the face, she smirked. "Can't beat me!"

Hibiki watched as he tried to struggle up. However, it was only then that his jaw dropped at the sight of the large figure, who was nonchalantly walking towards the crowd, with everyone somehow not noticing him. Lucy seemed to be oblivious, as she took up another key.

As it glowed, Loki appeared in front of them, surprising Hibiki. Angel however just shrugged again as she took out another Zodiac key of her own.

"Didn't I just tell you? The relationship between spirits is the most important thing…" She then swiped it.

 _ **"** ** _O_ pen: Gate of the Ram." **_Summoning a spirit in a pink puff of smoke, both Lucy and Loki gasped at her words.

A spirit resembling a young woman was summoned. Having pink hair, she had ram horns on the sides of her head. Wearing a dress seemingly made of wool, she wore sleeves of the same color. Yellow leggings were also seen as an orange belt went around her waist.

"Aries…" Loki murmured.

"I'm sorry Leo…"

"Karen's spirit… Aries. Why is she here?!" Lucy stood up. "Loki can't fight her…" Hibiki started to get some strange vibes in his body as he stared at the pink haired spirit.

"Cuz I got her from Karen." Angel responded casually. "Death or the breaking of a contract right?" Everyone gasped at the sudden realization. It was Angel who killed Karen, and in turn, inherited her spirits.

"These are the spoils from that time. Even though that woman didn't have power at the time, she tried to summon two spirits. Was that stupid or what?" Angel then patted Aries head. The ram spirit nervously apologized for no reason.

"Even so, every Celestial Wizard that I fought; I've taken all their keys." She then said with a dark tone. "And you Lucy, are next." She then pointed her finger at the blonde.

"You little…bitch…" Hibiki groaned. "No…can't let Nirvana take control…"

"Loki, I'm sending you back." Lucy tried to swipe her key, but the lion spirit grabbed her wrist.

"No Lucy. Even if we were once companions and friends, since we are here, with different owners; we are now enemies." He explained. "Personal feelings shouldn't dwell here. Right now, we're simply two spirits fighting for our masters."

"Even if they're against someone they have feelings for, for the sake of our master, we will fight!" Aries then declared as she nodded.

 **"That…is our PRIDE!"** As the two spirits engaged in combat, it was clear that since Loki, or rather Leo, was the leader of the Zodiacs, he was better as a battle spirit. While Lucy was having conflicting emotions with the two spirits, Angel decided that it was time to intervene.

"Hmm, it seems he isn't the leader for nothing. In that case…" Taking out a silver key, she swiped it.

 _ **"** ** _O_ pen: Gate of the Chisel!" **_In a blue circle, a spherical spirit resembling a robot was summoned. It was named Caelum.

"Ok now Caelum. Target those two." Pointing at the two spirits, it was then that Caelum started to transform. Gaining a cannon, green energy started to charge within the barrel. After a few seconds, it fired, but it was then that a towering figure jumped into the fray with a large roar.

 **"Targets located!"** It yelled. **"Hazard approaching, deflect."** Holding its arms up, Caelum's beam was blocked effortlessly by the hulking figure, surprising everyone by how huge he was.

"What?!" Angel gasped. "Who the hell are you?!"

" **Priority target identified, proceeding to eliminate. Target identity: Lucy Heartfilia, Leo the Lion, Hibiki of Blue Pegasus, and any other interfering individuals."**

It was then that Loki and Aries stopped to gaze upon the hulking figure. Eyes contracting, its full appearance was revealed. Having grey and dark yellowish skin, Humongousaur appeared. He wore black and purple clothing as opposed to his previous garments.

"Ben?!" Lucy cried out, recognizing the dial. "Wait, what do you mean by 'targets'?!" In the confusion, Humongoursaur back handed both Aries and Loki, sending them away.

"God damn it Ben!" Loki retorted as he started to vanish.

"Leo, what was that…?" Aries yelped as well, but mostly in confusion. Lucy and Angel dead panned as the two spirits went back to the Spirit World.

 **"Close priority targets subdued. Mild satisfaction achieved from elimination of Leo the Lion."** Humungousaur smirked for a second, but then went back to his blank look.

"What the hell Ben!" Lucy barked out comically. "Hibiki, is Ben on our side or not?!"

"I'd say he's possessed." Hibiki chuckled weakly as he tried to stand up. Lucy sighed as she swiped another key.

 _ **"** ** _O_ pen: Gate of the Bull!" **_Summoning Taurus, the bull spirit shamelessly asked Lucy to shake for him, which basically gave his weakness away.

"Gemini." Angel looked at the spirit with dead eyes as the twins popped back. Changing into Lucy again, Caelum transformed into a melee weapon.

"Hey Taurus!" Fake Lucy swooned over to him, shaking her assets. Naturally, Taurus fell to his perverted nature, in which both Fake Lucy, and to a surprise, Humongousaur launched him into the sky, prompting him to vanish.

 **"Levels receding to normal readings."** The Vaxasaurian grunted. Looking back at Fake Lucy, the blonde squeaked as he roared viciously.

" **Priority TARGET LOCATED!"** Swinging his arms down, Humungousaur relished a wave of water that dragged Fake Lucy back to Angel. Kissing her teeth, Angel points at him.

"Gemini, copy the monster kid!" She ordered. Grunting, Fake Lucy puffed into a smoke pile again, only this time it was a copy of Humungosaur in their place, though lacking the Omnitrix dial.

 **"…"** Humongousaur looked at his copy, who was trying to process his thoughts. The copy shivered as the memories of the Null Void went abroad. **"…Priority target, null. Proceeding to secure new enemy."**

Twisting his dial, the Omnitrix core popped out, making Lucy gasp. "Crapbaskets! He's going **Ultimate**!"

"U-Ultimate?" Hibiki coughed as Humongousaur pressed the core in.

A wave of purple light went over Humongousaur's body, changing his body. Now resembling another humanoid dinosaur, or rather a humanoid Ankylosaurus, he was roughly 20 feet tall. Wearing a dark blue, Ankylosaurus-like helmet with three spikes running down the top, which were silver, a dark blue carapace was shown on his back with rough spikes on the side. Having a plated chest and torso of the same color, on the end of his tail was a blue mace with silver spikes. His skin was brownish gray, and his eyes were glowing with a white color. His knuckles had silver barrels on them. The evolved Omnitrix dial was located on his chest, with the Fairy Tail emblem glowing purple on his left shoulder.

 **"Ultimate Humongousaur!"** The evolved Vaxasaurian roared as he punched it's devolved form away, causing both Caelum and Gemini to vanish. Angel started to tremble in fear as Ultimate Humungousaur walked forward.

Hibiki grunted as he walked towards Lucy. Grasping her head, Lucy gasped as Archive began to load new information into her head.

"H-Hibiki!" She yelled.

"Don't worry. I'm just sending you information for a one-time use spell. Ultimate Humungousaur's a threat, but he's currently dealing with Angel. This will take care of them both…" He muttered as the spell flowed into Lucy. Her eyes turned blank, but not before a golden circle surrounded her. Lowering her head, her eyes glowed with a vague yellow as she started to voice lines unknown to her.

" _Survey the Heavens, Open the Heavens..._ _  
_ _All the stars, far and wide..._ _  
_ _Show me thy appearance..._ _  
_ _With such shine._ _  
_ _Oh Tetrabiblos..._ _  
_ _I am the ruler of the stars..._ _  
_ _Aspect become complete..._ _  
_ _Open thy malevolent gate._ _  
_ _Oh 88 Stars of the heaven..._ _  
_ _Shine!_ _  
_ ** _Urano Metria!"_**

Before Ultimate Humungousaur could complete his attack on the defenseless Angel, Lucy's eyes bore a magic circle, with 88 spheres of light being released as energy, blasting against the evolved Vaxasaurian and Angel. Whilst Angel took a few good hits, it was Ultimate Humungousaur that was given the blunt of the blow, taking him at least ¾'s of the attacks. As they finished, they blasted him away, causing the creature to devolve into his regular form, and then revert back to his Echo Echo form, before flashing away in a purple light.

"Heh… Urano Metria. I knew she could do it. But Ultimate Humongousaur, it transformed back into that little creature, and then back into a flash of light. What was that?" Hibiki grumbled…

* * *

 **…**

A bit of time has passed, with the sunset starting to enroll in the sky. Wendy, who was now awake, sat on a lone cliff side with Carla. With her arms around her legs, she looked into the vast sea of woods.

"…I wonder if I shouldn't have come…?" She started.

"Child, are you still saying that?" Carla sighed. "Keep that up, and your negative feelings will be taken advantaged by Nirvana you know?"

"But…" The blue head closed her eyes. "We ditched Lucy-san and the others right?"

"That's because we wouldn't have been able to help." Carla bluntly told the girl, making her sigh.

"I knew it… I'm just…"

"However, I reckon you can still prove your worth. After all, you still have to rescue your beloved from his trance?" Carla then smirked.

"B-Beloved?! Ben and I aren't l-like that!" Wendy blushed. "But yeah, he seemed to be controlled by something…"

"Anyhow, that Jellal person. Why were you so happy to see him?" Carla then asked.

"T-That's…well. Like I told you, he saved my life. I know I haven't told you about it, so I might as well now." Wendy smiled sadly.

" _It was seven years ago, when Grandeeney the Sky Dragon vanished. As I wandered aimlessly, it was then when I encountered Jellal. We traveled together for a month, a destination in which was unknown. We had to part ways through however…"_ Wendy explained.

"So, why now?" Carla then asked.

"I don't know. After I was taken in by the guild, I never met him afterwards. It was then though that started to hear rumors about him, and they weren't particularly sound either…" Looking out, the two continued to talk…

* * *

 **…**

Back with Jellal and Ben, Erza ruffled through the rough wind that Nirvana gave out. As she came closer, she gasped at the sight of the two, who both turned back to look at her. Cobra grunted at her recovered state.

"Jellal… Ben…" She blinked in disbelief, partially because she was seeing a dead man in her eyes, and at the sight of her little brother like figure that was with him.

"Erza…" Jellal murmured. Ben glanced at his face, wondering what he was thinking of, if he himself could even wonder at the time.

"Why are you here? And Ben, you too?" She sweated.

"I…don't know." Jellal gritted his teeth. "Erza… Er…za…" His limited vocabulary confused the red head. "I don't remember anything else, other than that name…"

Holding his face, Jellal's body starts to tremble. "Who am I…? Will…you tell me…? Do you know?"

"Who is Erza? What am I? I can't remember anything!" He then yelled in a nervous breakdown. Seeing her past friend in confusion caused her to form tears in her eyes, in which Cobra realized why he couldn't read him.

However, it was then that Erza started to walk up, startling him.

 _"STAY BACK!"_ He frantically aimed his palm out, shooting a blast of magic at her. To his surprise, Erza took the blunt hit, now glaring at him.

"Then you come to me Jellal. _I_ am Erza, now come! You are Jellal, and you were once my friend." She stated.

"Fri…end?" Jellal's eyes widened at the word.

"However, you went mad, dealt with by your fascination with the dead. You hurt your friends, and even almost destroyed the Magic Council." She began. Jellal started to form his own tears as Ben watched the grueling talk.

"If you say that you cannot remember that, then I shall carve a blade into your chest, and engrave those memories into your _heart_!" She then yelled.

"I…I did those things…to my friends. No…" Trying to wipe the tears away, Ben started to narrow his eyes as the color within them flickered. "What have I done…?" Cobra continued to watch as Nirvana's color started to change…

* * *

 **…**

"…Ugh, my head…" Lucy grumbled as she woke up. She then noticed Virgo in front of her.

"Ah, you are awake princess. I took the liberty of changing your garments to those from the Spirit World. Natsu-dono has also gotten a change." The spirit bowed.

"Ah… _*Gasp*_ , where's the light?! Jellal!" Natsu barked as he stood up from his unconsciousness.

"Over there. And the light's changed since the two of you were passed out." Virgo answered.

"Then let's go. I don't see Happy anywhere, nor the others. So it's just the two of us then!" Natsu yelped.

"Then, I shall take my leave princess." Virgo then vanished. Lucy gasped, but then realized that she had no magic power left, as because the spirit came using her own power.

However, it was then that some ruffling through the bushes that Sherry appeared, with a menacing look in her eyes.

"Fairy Tail…wizards!" She yelled as she tried to use her magic against them.

"Sherry?!" Lucy yelped, but not before icicles cut the tree hands. Gray then shouted as he tackled Sherry down.

"Sheesh, lay off will ya?!" Gray muttered.

"You're still alive?! Damn it! My revenge for Lyon-sama's death ain't finished!" She barked.

 **"And who said I'm dead?"** Said voice then came into play as he dragged a defeated Racer with him. Sherry's eyes widened.

"See, the guy's stubborn. And there was some extra help back there too. By the way, what the hell happened anyways Lyon?" Gray then asked.

"Yeah, it was troublesome. When Ben wrapped himself around us, I cut the lacrima off of Racer's body, and through the bandages. Ben's body took the brunt of the blow, but we were still in close vicinity. That's why it took so long for me to recover." Lyon shrugged.

"Thank goodness…" Sherry laid down as she rested. A black energy was then released from her body.

"Nirvana?" Lucy asked.

"Nirvana." Gray and Lyon confirmed…

* * *

 **…**

Back at Nirvana, Jellal and co. were laying in wait. By now, Cobra demanded answers regarding Nirvana since Jellal lost his memories. Revealing that he heard someone's words in his sleep, it was them that triggered some memories.

"This magic…is dangerous. That's why, I've decided cast self-destruction magic...!" He then revealed to have laid a seal on it. A wrap of purple drew itself, shocking Cobra as he tried to decipher it.

"What the hell! What kind of high-level-ass sealing magic is this?! Jellal, what's the damn code?!" Cobra cursed.

It was then that everyone was shocked that Jellal wrote a seal on himself. "Erza, that name reminds me of kindness and warmth. If what you say is true, then I suppose that you could never forgive me. That's why, as of now…you are FREE!" He then smiled as he threw himself against Nirvana.

"NO!" She then grabbed him, startling him once again. "Do you think that you'll be forgiven by knowing nothing?! No! LIVE AND STRUGGLE, repent Jellal!" Erza shouted.

"Heh…you really are kind. Crying for my sake." Jellal mumbled as he fainted again.

"Jellal! Stay awake!" Erza tried to protest against the man. However, it was then that Brain appeared.

"I thought I told you to eliminate the alliance members, Tennyson?" He grumbled. Ben stared at him, but Brain sighed. "Nevermind. Cobra, what is this?"

"Brain." Cobra blinked.

"A self-destruction magic circle? Jellal's handiwork I suspect. Don't worry Cobra. I wasn't called a member of the Ministry of Magical Development for a reason you know." Brain smiled as he walked forward.

"I've used that time to devise many new spells. This circle is one of the many. And it was I that taught Jellal how to use it, so naturally _I_ know how to deconstruct it." Brain rambled on. "And using one on your own body as well, you were planning to take the code with you huh?"

'His memories were scrambled up by the effects of Etherion's Ethernano." Cobra assumed.

"I see!" Brain laughed. Walking up to the circle, he placed a palm against it. "Now then, let's nullify the circle." Lifting an arm up, the purple circle glowed blue green for a bit, before shattering into pieces.

"No!" Jellal grunted.

"How pitiful, Jellal. Nirvana's power will be _mine_!" He grinned as the seal was released. Erza growled as he tried to attack him.

 **"NOW, AWAKEN NIRVANA!"** The ground started to rise up as structures started to form. The pillar of light devastated the area as Jellal and Erza were separated. Ben dropped down with Jellal, but to no one's attention…

* * *

 **…**

Outside the area, massive legs started to crawl out from the earth, devastating the landscape as everyone was flung by the force. As Wendy and Carla went into the air, they gasped in realization.

"O-Oi Carla, isn't this?" Wendy gulped.

"Yeah, just like that carving in the ruins!" Carla confirmed.

Flying above the area, a massive structure was held up by its six massive spider-like legs. Described just like the same posting that the two were looking at when they were with Ben, they shuddered at the sight.

"This is…Nirvana." The two croaked.

As Carla continued to go down, she was starting to lose magic power from the constant flying. As she landed in the city like structure of Nirvana, she panted as she let Wendy down.

"Sorry Carla…" Wendy stood.

"Don't worry about it. Anyways, what're you going to do now?" She asked. Wendy stared down at the ground. "You're still going to chase after Jellal?"

"No!" Wendy rocked her head up as she yelled, surprising Carla. "Uhm, I mean, we have to look for Ben, but we have to stop this thing as well."

"Hooooh? I don't think using your boyfriend as an excuse is a right thing." Carla snickered, making her fluster for a bit.

"A-Anyways! We have _something_ that even I can do right?" Wendy cheered.

"Yes…wait. Oh no…" Carla's eyes contracted. Wendy stood up and followed her as she too gasped. "Cait Shelter, Nirvana is going on a path dead straight for it!"

"We have to stop it now!" Carla screamed. Just as she said that, a creature crashed through the floor, springing up into the air and flashing purple.

Startling them both, Ben landed on the ground, staring at them with his eyes now pinkish rather than dull grey.

"Ben?" Wendy and Carla stepped back. Ben walked forward, but now before several flashes of purple surged back into his body. The Echo clones returned, helping him regain full power.

 **"Wen…dy."** Ben grumbled. **"Help…release…ME!"**

Growling, he equips the Blue Waves and begins to shoot at Wendy. Picking her up, Carla helps to dodge the blow.

"Wendy! Ben…he seems to be fighting the effects of whatever spell is taking over him. If we can fight him, then maybe it'll do something!" Carla presumed.

"Yeah…but are you alright?" Wendy worriedly asked.

"Don't worry about me! Focus on fighting now! This is your first major fight, so don't screw up!" She ordered as the two stared at the gritting boy, who was shaking a little as he put his weapons away.

 **"Hurry…Wendy…!"** He croaked as he rolled his sleeve up. The faceplate of the Omnitrix was now glowing pink as he pressed the dials. Wendy and Carla gulped nervously as they prepared for another battle…

* * *

And there you have it folks, another part is done! I feel good about what this next part is going to become!

Again, I'm not dead, I'm just going to be updating at a slightly slower pace, depending if I can write or not. Not to worry, uploads are at most a week in differences!

So, anyhow, more fighting, possibly some fluff, and a whole more of whackiness in the next chapter, so head's up people! Peace!

And once again, please rate/review this story if you want. I'm always up for ideas that you guys come up with, and advice/criticism. So, with all that said and done, toodles!


	33. Battle of the Ancients (Oración Seis 4)

HEEEEEEEEEEEEELLOOOOOOOOOOOOOOOOOO! I'm back! Curse the crappy Wi-Fi and school! I intended to upload this earlier, but stupid problems on my side prevented me from doing so! Anyhow!

Welcome back to the Null Fairy! Let's take look at some stuff you guys commented first!

 **Sean Bruce:** Thanks again for your concern, and the ideas as well! Killing Jellal is a no though, cuz I like him! I read about some of those Mark fics you were telling me about, and it's…steamy to say the least, ho ho. I actually kinda like that, it's a pretty interesting thing.

 **Traveler-who:** Thanks to you too. Whampire's a bit shaky, since essentially the Vladats are extinct. They were only revived due to Ghostfreak (too lazy to type his actual name), and that was due to the Alpha Rune. Well, maybe during the time he went back to the Anur System and sought that out, but I don't know _*Shrugs*_.

And to point some stuff out, I heard about the hurricane. It did affect my connectivity to the website, but that was mostly it. I was more busy trying to develop this chapter, cause I had a feeling it would be one of those good ones ya know? Anyhow, enough of that, onwards!

And as always, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support their official releases, and happy reading to you all! Thanks for over 500 reviews, over 90k views, and a 250k word breakthough!

* * *

 **Chapter 33:** _Battle of the Ancients (_ _Oración Seis_ _Part 4)_

Above the battle that was Ben versus Wendy and Carla, two pairs of fighters with flying animals fought. Wendy glanced up a few times to confirm the situation as Ben came to start a close combat fight.

"Wendy, to your left!" Carla warned the girl. Taking her advice, she quickly ducked to avoid a roundhouse kick from the Omnitrix wielder. Ben grunted as he continued to resist the spell, but his body was uncooperative as it jumped back.

By now, Wendy was starting to feel something. It was a strange, but somewhat good feeling. She never felt like this before in her life, and only now that she was starting to. Of all times to start, it was when she was fighting someone that she had affectionate feelings for. It was the heat of battle that kept that developing feeling from interfering, but she couldn't find out what made her feel like this. She knew it was related to Ben, but what?

 **"Crap…watch out, Wen…dy!"** He croaked as he readied the Omnitrix. Wendy's eyes widened at the sight, before glancing back at Carla. The two nod at each other, with Carla quickly flying back to grab Wendy.

"Get ready Wendy. We don't know what he'll turn into." The cat warned as Ben slammed the dial. A flash of pink blinded the duo for a moment, before revealing Stinkfly. His skin was greyish purple, and his uniform was grey and white. The Omnitrix dial glowed pink alongside his Fairy Tail emblem.

Wendy and Carla glared at him for a moment, but not before Wendy pinched her nose.

"Wendy?" Carla blinked.

"I can probably guess the name of that form…" Wendy whimpered for a moment. Shrugging off the smell, Wendy flew forward as the Lepidopterran hunched back, spewing slime from his eyes. Carla stuck her tongue out in disgust as she dodged the attack, circling around.

Wendy took a moment to decide her next move, before clenching her right fist. Carla knew what she was going to do, so she flew a bit faster.

 _ **"** ** _S_ ky Dragon's Drill Claw!" **_Thrusting her arm out, it became engulfed in magic as a blue circle flickered. Morphing into a pointy spear-like object, she proceeded to dash towards Stinkfly. Unfortunately for them, they didn't know he had 360 vision, turning two of his eyes around and simply flying up to avoid the blow.

"I get the feeling a part of him is messing with us despite his condition." Carla clicked her tongue as she turned Wendy around to face Stinkfly. The girl chuckled weakly at her remark, but not before Stinkfly landed.

Pressing the dial on his head, Stinkfly flashed pink again, blinding the duo for a brief moment.

"What now?!" Carla barked. To answer her question, heaps of flames blasted towards the two, causing the two to yelp as they barely dodged. "Hey, watch it!"

 **"Come…on!"** Heatblast groaned as he released a flamethrower from his palms. **"Stop…me…now!"**

As Carla and Wendy continued to dodge, Wendy inhaled, taking a few seconds to charge up.

 _ **"** ** _S_ ky Dragon's Roar!" **_Blasting a gush of wind towards the Pyronite, Heatblast rested a palm against the ground, literally pulling a chunk of earth out, but not before using it like a surfboard to fly away. Wendy awed at the phenomenon, but not before getting pulled back by Carla.

"Stop admiring him! Focus Wendy, he must have a time limit for his transformations." Narrowing her eyes, Heatblast tried to ram into the two while continuously launching fireballs. "We just need to see _when_ …"

Nodding, they let Heatblast continue his attacks, waiting for the Omnitrix to time out, or at least, provide some sort of signal for it. Much to their chagrin however, it didn't look like it was going to time out anytime soon. Angry by the news, Carla decided to have Wendy force Ben to transform again, thinking it would take more power.

"Wendy, attack!" She ordered. Much to her hesitation, Wendy sighed, complying with her order as she wrapped her arms in magic energy.

 _ **"** ** _S_ ky Dragon's Wind Fists!" **_Beginning her attack on Heatblast, the Pyronite dodged and started to punch back on his own when he could. It was to Wendy's advantage that her small body provided more dexterity in her attacks, allowing her to dodge one of Heatblast's arm swings, quickly going below and circling to his back. Slugging at him, Heatblast shouted as he got knocked off his flaming rock, landing on the floor with a thud.

"Nice!" Carla complimented. And as expected, as Heatblast stood up, he pressed the Omnitrix dial. As the pink flash dissipated, this time, it was a new alien.

Having a humanoid body, he wore dark purple armor with black highlights, with four fingers on each hand, and high heel-like hooves; with the front toe being longer than the back. He was equipped with a variety of weapons, which included, but weren't limited to; laser cannons, wire cannons, missile launcers, and it also included a jetpack, _neat_. His visor had x-shaped eye holes, which glowed white. The Omnitrix dial rested on his right bicep, with the Fairy Tail emblem on his left shoulder.

"Is this what they call sci-fi?" Carla thought out loud. Wendy took a moment to dead pan, but not before Ben's arms morphed into laser machineguns, and activated his jetpack.

After summoning his blaster hands, Ben started to release a torrent of projectiles at the duo. Carla grunted as she lifted Wendy up to avoid the first wave, constantly eyeing the hovering Sotoraggian. Quickly rearing back behind one of the old buildings, she let down Wendy as she quickly ran to peek from a corner.

"We can't beat him like this. We need to find a way to make him remain in his human form." Carla panted a little.

"But how?" Wendy walked over to the cat, crouching. "Do you even think there's a limit to his transformations in the first place?"

"Of course! Everything has a limit. Whether it be magic energy or whatever that's powering that device, it has to have some kind of limit; otherwise there would be consequences or side effects of some sort." Carla quickly said in response.

As they hid, Ben started to hover around the area, darting his visor over to random spots in the vicinity. Grunting a little, his arms morphed into twin rocket launchers, in which he started to fire aimlessly towards the ground. Much to the girls' trouble, the explosions pretty much decimated whatever area Ben aimed at.

"I get that he's under the control of a spell, but for catnip's sake!" Carla retorted. That rackety quirk that she just sounded unfortunately allowed Ben to track them, making him draw a bunch of wire looking weapons that started to shoot sittings of lasers.

"Carla!" Wendy grabbed the cat and quickly skidded a fair distance away, surprising Ben. Rolling to underneath him, she quickly inhaled and released another Roar, tumbling the Sotoroggian in the sky for a moment, before sending him crashing down into one of the stone buildings.

"Did we get him?" Carla dared to ask. Wendy sniffed the air, allowing her to locate him. "No, I think he's still…" Staring at the crumbling aftermath of the ruins, Ben thrusted an arm out from the rubble, scaring the two for a second. It was…like a zombie's arm coming from the grave, or at least that's how it was for them.

Shouting, Ben freed himself from the pile of stone by blasting it away with his rockets. As he flew back into the air, he locked onto the duo.

"Crapbaskets!" Both of the girls yelped as Ben started his next assault…

* * *

 **…**

While that was happening, another battle was being fought in the high sky, with Natsu and Happy fighting Cobra and his pet snake, Cubellios.

 _ **"Fire Dragon's Brilliant Flame!"**_ Throwing down a hulking ball of flames towards the other flying duo, Cobra smirked as Cubellios dodged with minimal effort, much to the Dragon Slayer's annoyance as it exploded down on a random area on Nirvana's city like grounds.

"Son a dragon horn, I'm not done just yet!" Throwing another Brilliant Flame, as expected, Cobra dodged, and he continued to do so as Natsu recklessly used his magic energy to barrage him to no end.

"Is this guy stupid or what?" Cobra cracked a smug smile. It was to his pleasure that he could see the expense of energy shown on Natsu's face as he panted. "Does no one ever listen to what I say?"

"I threw so freaking many, come on…" Natsu paled out a little, only to get tail whipped by Cubellios.

"I told you guys over and over again! You can't hit me, I can hear everything you know?!" Even Cobra was starting to get a little annoyed, and much to _his_ annoyance now, Natsu didn't even take a hint of what he said.

"Listen to this the—Ahg!" Getting slapped twice by the purple snake when he stupidly tried to use a fire fist, Cobra face palmed.

"Just fall already!" He then grunted as Cubellios slapped him down. As he recovered thanks to Happy, it was then that Cobra started his own assault, chasing the two through the sky as they got back up.

"This guy probably doesn't get much attention from women doesn't he…" Natsu grumbled.

"I HEARD THAT!" Cobra retorted as Cubellios rammed into the meatbag that was Natsu. Happy continued to make his own witty remarks as the fight continued, but moving on…

* * *

 **…**

"Ya sure you're ok with leaving that guy to handle him?" Gray quickly yelled as he glanced back at Jura. By now, a number of Alliance members had made their way onto Nirvana.

Jura nodded, albeit reluctantly. "I trust in Hoteye-dono. Let us proceed in the battle that is taking place in the other locations. I sense obvious conflict throughout the area."

Looking around, the group stopped to look up at a dazzling display of flames. Noticing them getting sucked up, it was a sure hint that Natsu was fighting somewhere. As they continued to move through the ancient city, several rumbles and explosions were heard.

"What the hell is that guy doing?" Gray muttered. "He's gonna hit us at this rate."

"Then that just means that the foe he is facing his strong." Jura responded.

"Monster strong probably…" Lucy grumbled as she retorted.

It was in the nature to naturally talk about something that they could not see. Was it habit, or merely a coincidental thing every time the team went on a dangerous mission? Nevertheless, the trio continued to move towards the direction of fight, whilst another battle continued…

* * *

 **…**

"Kyaaah!" Wendy yelped as she and Carla landed on their bottoms. After dodging an assault from Perk Upchuck Ben, the last explosive loogie that the Gourmand sent out blasted the two a fair distance away.

"That, is the _grossest_ superpower ever!" Carla barked as she flew up with Wendy. While the green alien was attempting to eat stuff again, Carla called out to Wendy, who started to inhale.

 _ **"** ** _S_ ky Dragon's Roar!" **_Quickly releasing a Roar after a circle flickered, Upchuck flinched as the splash damage from the spell flung him away a few meters, making the small alien collide into a wall.

Grunting, the Omnitrix dial started to flash, engulfing Upchuck and replacing him with Ben. As the boy stood up, his expression was gritty as he glared, albeit with not much emotion, at the two. Carla gasped at the opportunity.

"Now Wendy, while he's still in his human form!" The cat shouted.

Wendy tried to comply with the cat, but it was then that…something inside her started to stir around again, and this time it was uncontrollable. The moment she gazed at him, her pupils dilated.

Her breathing started to get a little fast as her lips went into a smile. Her mind was starting to get a bit foggy; not due to fatigue, but whenever she gazed upon Ben in his human form, when she sniffed, there was a…pleasant smell, it was almost intoxicating to her. She wasn't like this before when she first met him, but her increased encounters seemed to have some kind of effect now.

Whatever it was, she had to, no, she _wanted_ to relish the feeling, and her target was in front of her. It was only a matter of getting him to stand still for just a moment, so she could do what she wanted, and who knows what it was.

Waving an arm up, Carla glanced back as Wendy's body glowed blue for a second, before a circle appeared underneath her.

 _ **"** ** _Ar_ mor!" **_She yelled. A flash of blue wrapped around her body as she prepared another motion.

 _ **"** ** _V_ ernier!" **_A sky blue aura then surrounded the previous one, presenting two glows of blue around Wendy's body as she licked her lips.

"It's time to go hunting…" She smiled deviously, making Carla gulp nervously.

"W-Wendy?" She stuttered, noticing the girl's strange expression, but only to get ignored as Wendy rushed off towards Ben. As Ben stood up, he grunted as he got into a stance.

As she got closer, Wendy spun clockwise, doing a 180 and using the momentum to ignite a kick full of wind energy.

 _ **"** ** _S_ ky Dragon's Claw!" **_Kicking him with full force, Ben quickly held his right arm up, using his left arm to support it as her shin pressed itself onto his forearm.

 **"Tch…!"** Quickly lowering his body as he grunted in discomfort, Ben went down onto the floor, but then using his body to spring himself up in an attempt to kick her face. Wendy's dragon reflexes however allowed her to skid right, dodging the blow.

Now standing face to face, Wendy's mood started to get wilder the longer she stared at Ben. The latter wasn't able to express any visual emotion, but if examined closely, a bit of worry was written on his face. Charging forward, the two continued to attack one another, with Carla watching in awe of the sight.

"I guess it's not every day that you see a young boy and girl fighting with full emotion, or at least one of them is." She corrected herself.

With Wendy's enchantments, she was able to hold a slight advantage over Ben, who actually seemed to be experienced in hand to hand combat. Now where could he gotten that from, even if it was for a short time? Anyhow.

Kick after kick with punch after punch, the sides seemed to be fairly equal, with Ben's power in his male body matched by Wendy's slimmer body, which provided more agility. As the fight continued on, the other groups continued with whatever they were doing, until…

Carla's ears perked, as if they were warning her for something.

"Eh, what's going o—" She attempted to say.

Before her thoughts could be spoken out loud, a horrendous roar screeched across the land, making everyone in the vicinity crumble down in agony. As Ben and Wendy clutched their ears in pain, the boy seemed to had been suffering from a stronger effect, most likely due to him trying resist the spell controlling him plus the loud noise.

Now, it was time. Despite the pain that lingered after the loud roar ended, Wendy's eyes feasted on Ben, her pupils dilating even more as she approached him with a strange but affectionate smile. It was only then that Carla noted her.

 _'Wendy? What are going to do?'_ She thought as Wendy came closer.

As the pain in Ben started to alleviate, it was then that his eyes widened as he gazed upon Wendy's face, who was staring at him with a look that didn't look exactly normal.

" _Ben…_ _"_ She lifted her head for a moment, only to crash her face towards Ben's, meeting her lips with his.

 _ ***Chuuu!***_

If someone was watching, cute could've been the word, but not the right one per say, because it was more like Wendy was trying to devour Ben's lips rather than displaying an expression of love.

Both Ben's and Carla's eyes widened at the act, with Ben's in particular as his pupils started to flicker between pink, gray, and green. A muffled cry was heard from his mouth as Wendy continued the kiss, ending it only after a full minute. A brief aura of blue was wrapped around Ben, dispelling the controlling aura of gray from his body.

With the two of them breathing heavily, Ben could feel some kind of relief from his body, with his eye color slowly turning back to normal. His memories started to return, but only since his time since Jellal released Nirvana. His previous actions of attacking the Alliance members were dead in existence, but new memories soon flooded in.

"W-W-Wen—" The boy flushed red, but not before she pushed him down, tearing the part of his shirt around his shoulder.

" _Kyaaaaa!"_ He squealed as Wendy continued her assault. He had no idea what was happening, but once again, his eyes bug eyed as Wendy clomped down onto his shoulder, biting into it.

 _ ***Chuuu!***_

"Erk…!" Wincing a little as he closed an eye, Wendy remained in her position for a few seconds, sucking on it a little before lifting her head up. A thin line of saliva connected between her mouth and the newly bleeding mark. Ben gulped as he looked at the Dragon Slayer.

"W-Wendy… Are you alright?" He stuttered again, this time grasping her shoulders hesitantly. His face was fully red this time, as well as Wendy's.

 _"Ah, Ben…_ Ale…?" Wendy's strange expression slowly returned to normal, with a look of confusion soon being replaced with major embarrassment as the two realize that their lips were right next to each other's.

"B-Ben…?" She mumbled. The two blushed red, with a bit of steam burning off from the two of them.

"Wendy…what did y-you just do just now?" Ben asked hesitantly asked as he looked down at his right shoulder, which was bleeding a little. Wendy lowered her face, her eyes shadowed, but her cherry red expression fully shown as she moved her lips to his ears.

Whispering into his ears, Ben's eyes widened for the umpteenth time as more steam furrowed off from his head. Wendy smiled cutely as she fidgeted her fingers, with Ben also smiling a bit as he rubbed the back of his head. The two avoided their gazes at each other as Wendy got off him.

As she got off his legs, it was then that Ben's body flashed as he stood up, reverting him back to his normal attire, and the Omnitrix returning to normal. Unbeknownst to them however, Carla now noticed a minor detail within the intimate moment.

On top of Ben's head, a single lock of hair stuck out from the top of his head, as well as Wendy's. They flickered around, with Carla guessing that they were reflecting their owner's expressions.

 _'Ahoge.'_ She blinked. She was utterly confused. She pretty much watched what was assumed to be an ancient form of confession go through, and somehow it released whatever spell was controlling Ben.

"A-Anyways!" Ben coughed, but still having a slightly red face. "You mind explaining what's going on? I don't have much recollection of the previous events."

"A-Ah right. Nirvana has been unleashed. Brain is controlling it from the top of the large tower in the middle." Wendy pointed over. Ben's eyes wandered over to the top, in which many displays of yellow were present.

"Brain… When I get my hands on you…" Ben grinned menacingly. Both Wendy and Carla flinched. Their Ben was back, and he was pissed that he was being controlled.

"Wendy, Carla. Let's go!" He yelled as he ran off. The two smiled at him as they soon followed forth…

* * *

 **…**

Sometime later, members of the Alliance stood in a group around a fallen Brain. While Ben and Wendy's battle was taken back there, Natsu had defeated Cobra with his loud Roar, using his apparent advantage of sound against him. After that, it was then that Jura and the others arrived, in which he fought Brain.

Brain tried to fight against the Wizard Saint, but like his title proved, Jura proved to have the mightier magic, with victory proving itself. As everyone released a positive atmosphere at the hands of Brain being defeated, it was then that a trio drew their attention.

"Hey everyone!" Wendy ran in front, making everyone turn around.

"Wendy!" Lucy cheered. It was then though that everyone gasped at the person who was behind her. "And…BEN?!"

"Ben?!" Gray took a stance. The boy sighed as he looked at him with an annoyed expression.

"It's alright Gray. I'm free from that accursed spell that Brain put on me." He grunted. "Where is that dastard anyways?"

The news surprised, but relieved him. Pointing to the fallen man, Ben slumped in slight disappointment. "Aw… Now I won't have any chance for revenge." He pouted.

"I figured it was you people that was causing all this ruckus." Carla shrugged as she flew forward. The mere sound of her voice awoke Happy, making him cheer despite the pain from fatigue and poison.

"So, what I've heard is that Nirvana is heading towards Cait Shelter, that's what you told me right, Wendy?" Ben blinked.

"It was. Not anymore though. Now that the big head is taken down." Gray smiled down.

"Still didn't find out why he wanted to move Nirvana towards the guild in the first place though. And it's still moving!" Carla added.

It was then to Jura's mind that a final quote resurfaced. _'When the six prayers are released, he…will…'_

 _'He…_ _Who is this individual that he was talking about?'_ He wondered, but decided to investigate later. "The problems are over for now. We can investigate later."

"Stop…this…THING!" Natsu whimpered. Ben face palmed as Wendy went over to heal him.

"I come back from being controlled and the first thing I see is a banged up Natsu." Ben snickered. "How delightful."

While Wendy moved to healing, Ben remained with her as Gray, Lucy and Jura moved to the top, where Brain apparently controlled Nirvana. When they arrived however, they had no clue how to stop the moving city, as to Gray's words; 'nothing looked like controls'.

"Why's this thing still moving for?" Lucy asked. "I thought Hoteye…I mean Richard, said that Brain was the key to Nirvana's moving?"

"Hmm. I do not believe that he would lie." Jura added. "This is most strange."

The trio continued to look, with Ben and the others joining them. Somehow Natsu was cured of his motion sickness due to Wendy casting a spell, much to Ben's approval.

"Least I don't have to hear him barf every time we get on a ride now." He smiled with gratefulness. Wendy giggled, but then moved to his ear.

"It's only temporary though." She whispered, making Ben groan. She giggled again at the sight. "By the way, is… _it_ still hurt?" As she asked, she a little blush of red appeared on her face.

"O-Oh. Yeah, it's alright now." Ben blushed a little too as he placed his hand on his shoulder.

Somewhere, on this darn forsaken rock, a certain redhead sneezed with discomfort. She felt as though she missed something life-changing, much to the confusion of the companion that was with her.

"Hey Wendy! Ya gotta teach me that spell!" Natsu energetically called out to the petite girl. She blinked before glancing back at him.

"Er, but it's Sky Magic. You can't learn it." She responded with an apologetic tone. Upon hearing her words, Natsu croaked as he paled out, but he quickly colored back as he went around to tell Lucy about his free feeling of transportation.

"This doesn't feel like transportation at all Lucy!" He said with bliss. Lucy smiled a bit, but then growled when he asked to summon a spirit that looked like a vehicle.

"GET BACK TO THE PICTURE WILL YA!" Lucy barked. Ben and Gray sweat dropped as they looked back.

"Well, what we don't know how to do is stop this forsaken spider creature." Ben started. Gray added in. "There's nothing here visibly that could give us a hint to stop it anyways."

"But the main thing is…" Carla started as she walked pass Jura. "Is that Nirvana is _still_ moving, even without a pilot controlling its movements. Even with no on the summit it's somehow still moving, isn't that peculiar in any way?"

"That's true. Could it be auto-piloting itself?" Ben rubbed his chin in wonder. _'I swear if this is one big_ _machine…'_ He then glanced over at Wendy, who was returning to her worried expression.

"Wendy…" He mumbled at the sight of the girl as tears started to form again.

"Cait Shelter…" She covered her mouth to restrain her sob. Ben then put a hand on her shoulder, making her eyes widen as she looked to her right.

"Don't worry, Cait Shelter's not going to get destroyed. Not on my watch!" Ben promised her, smiling. "Count on it." Wendy looked at him with a teary eyed look as he wiped her eye with a finger.

Gray snickered as he noticed their touching moment. _'Erza, I believe I've seen something that you'd kill to see!'_ He assumed that something happened to the two since they came together, but he decided to look upon that subject at a later time.

"So, how do we go on stopping this thing now?" The ice mage began again.

"Breaking it?" Natsu nonchalantly retorted.

"Of course you'd say that…" Ben and Lucy sighed. "How do you plan on breaking something this big?" The blonde then said.

"Maybe…maybe Jellal could…" Wendy dwelled into her mind, before gasping at a thought.

"Eh? What's up Wendy?" Gray turned to her. "A-Ah… it's nothing. I just have an idea, and I…wanted to go check it out!"

Quickly darting to the exit, Carla flew towards her. "Wendy, wait up!" Ben looked over, blinking a few times.

"What is she… Gray, cover for me?" He glanced at the ice mage. He nodded as he started to run after the two. The others noticed the two children leave the vicinity, but were interrupted from their calling as a telepathic message came through.

 _"Erm… Can everyone hear me? This is Hoteye."_ A voice rang in everyone's mind.

"The hell is this?" Natsu barked in confusion. Jura and Gray looked over to the view as they held a finger to their heads.

"Mass telepathic linking." Jura noted. "Richard-dono, you're unharmed?"

 _"Sadly, that is incorrect. My battle against Midnight ended up on the losing side, that's a no…just as I feared."_ He answered. _"Thus, I ask of you all to stop Midnight in my place!"_

 _"Midnight's magic power is causing Nirvana to stay along its path. If you stop him, this city should come to complete halt!"_ He ended.

"So, this whole place is connected via Body-Link Magic huh?" Gray sighed in realization.

"WHO THE HELL IS IT!?" Natsu tilted his head in utter misunderstanding.

Ignoring Natsu, Hoteye continued. _"Midnight is currently located beneath the King's Summit, where you all are at the top of right now. Take extreme caution, he is powerful."_

"Below us…" Jura glanced down.

"Then we have a path to follow now!" Lucy cheered. Natsu merely smirked at the word 'powerful', making Happy retorted as a daily need again.

 _"His prayer is the only one left. I believe in everyone!"_ Hoteye ended. Rolling back a little, it was revealed…that it was Brain who was speaking with Hoteye's voice! With a pained grunt, he ended the telepathic spell, grinning as he laid on the ground.

"You'll all pay…for defying me…" He panted. As Natsu and everyone else ran downstairs, a large door stood by. Opening it, it was then that a bright light flashed, before a massive explosion filled the views of many eyes…

* * *

 **…**

An explosion fills the ears of Erza and Jellal as they continue to walk across Nirvana's grounds. Darting their heads back towards the area, a large cloud of smoke fills their eyes.

"An explosion?" The redhead blinked.

"It…seems like it." Jellal responded.

 **"Ah. What a wonderful thing to see, but come on father, why'd you do that for?"** Midnight then called out from the opposite direction, making them turn their heads around.

Stepping forward, Jellal attempts to confront the mage. "Jellal? Stop, you can't fight him while your body's in that condition."

As she continued to protest, Jellal threw back an arm, signaling that he would take care of the problem. Acknowledging his decision, Jellal swings an arm back as a yellow circle flickers. Swinging the same arm forward, the circle releases a volley of magic blasts, only for them to warp and miss their target, exploding the nearby area instead.

Jellal goes wide eyed at the sight of his magic not hitting its target, and thus tries again. Midnight smirks as the same result happens again, so this time, he goes into the attack.

"My my…" Swiping his arm, a transparent energy wraps itself around Jellal, knocking him up into the air and scraping him with attacks, with his clothes being torn apart a little as gruesome evidence. Erza shouts out in worry as Jellal falls down to the ground behind Midnight.

"Gah…!" Grunting as he lays on his stomach, Midnight glances back. "So… this is all you can do? Jellal…please, how pitiful." Staring down at the groaning man, Midnight turns around.

 _'Jellal went down, and just after that one attack? I know he's damaged, but still…'_ Erza looked down towards her friend with a shocked expression. Midnight shrugs.

"Didja forget your magic too when you lost your memories?" He sarcastically asked. Turning around and starting to walk towards Erza, the blue haired man grunted as he struggled to get up, making him turn his head again. "Alive? Oho."

 _'No…that circle that he casted on himself took more magic than I originally thought.'_ Erza corrected him in her mind. She continued to look at the sight, with Jellal persisting in picking himself up.

"I suppose that more suffering is an order then." Midnight proposed, setting Erza off. Summoning a sword, she lays down an overhead swing, forcing him to turn his head back as his eyes widened for a moment.

The invisible force does its work again, making Erza's swipe goes sideways instead, making her gasp as the attack goes null. "Erza Scarlet, already trying to get to the fight?"

Jumping back a few times, Erza glares at him. "My slash…it was deflected? But by what?" She grunted. Jellal notices their fight, glaring back at Erza. "Erza don't, the guy's too dangerous!"

Ignoring his plead, Erza summons a red circle, dragging another sword from it and placing it in her free hand. Swiping with her left this time in a diagonal cut, the same result occurred.

 _'Son of a —again?!'_ She cursed, only to get pushed back as Midnight stroked his arm, blasting her away with the same transparent force. As she stopped herself, Midnight clenches his fist, making Erza's armor wrap around her like a serpentine.

"What?!" Dropping her weapons, the armor curls around her, squeezing her tightly as it rolls around and up her neck, causing her to shout out in pain as she grits her teeth.

"Erza!" Jellal calls out to her as he watches the sight. As the armor persists on trying to squeeze the life out of the redhead, it was then that Erza forced her armor to vanish, cancelling out Midnight's attack.

Quickly flashing to her Heavens Wheel Armor, Erza narrows her eyes as she stares down at the magenta eyed mage. "I see now, _that's_ your magic, you crapper!"

"Ale. Yes, my magic, _"Reflector"_ , allows me to distort and warp anything. Be it magic, it can also reflect and bend light, allowing me to even create illusions." He explained. Erza took note of that as she closed her left eye.

"Then let us begin Round 2! Dance, my blades!" Summoning a flurry of blades, Erza launches them towards Midnight. Said person merely folds his arms as he makes the blades reflect towards herself.

"Didn't I tell you? Magic won't work on me, and neither will sheer numbers." He responded. Smiling, he activates his magic again, flinging the blades back with a bit more added force.

As they flew back towards Erza, Jellal could only be astonished by her swordsmanship as she deflected every single blade that was sent back to her. However, Midnight takes this time to constrict Erza in her armor again, making her eyes contract for a second as it begins to choke her body.

"Show me more of that suffering face!" Midnight crowed. As Erza suffers, she takes the moment to make a last ditch effort with her free arm, throwing her blade at Midnight's face. This time, he dodged it by tilting his head, something that Erza would take notice of.

"Oho. That's pretty good, but…" Swiping his arm, he flickers a red circle.

 _ **"** ** _Sp_ iral Pain!" **_Engulfing Erza in a twister of energy, the force of his attack targets her every angle, making her scream as the attack continues to go on for a few more seconds, ending with her spinning in the air until she falls down to the ground.

"ERZA NO!" Jellal yells out. Midnight looks down at the redhead with a smug smile. "Ale? Are you done already?" Waiting for her to respond, he showed a disappointing look after she didn't move for a bit. "Come on, at least keep me entertained until we reach Cait Shelter."

"Cait…Shelter?" Jellal groaned as he stood up.

"It's our first target." Midnight answered. "And because the creators of Nirvana, the clan that tried to use it to stop the war in the past? That's them, at that location. The Nirvit."

"The thing though, was that Nirvana was more dangerous than they originally predicted, so they sought to seal it away instead. They were afraid it would be used for evil, they protected the seal for times unseeded, from decades, to then centuries." He continued.

"Cait Shelter is a guild made directly from the descendants of that clan. In order to prevent Nirvana from being sealed again, we need to crush them." He finished.

"Doesn't it just thrill you to see all the bloodshed that'll come if we turn everyone's hearts?! Everyone will fight, everyone will kill! Doesn't that just give you the most wondrous of chills?!" Midnight then boldly shouted, sounding a bit unstable with that little rant.

"As if! You damn fiend!" Jellal barked. Midnight ranted for a bit more, before going back to his usual expression as he started to walk towards the injured man.

"Jellal, can you stop with the good guy act now? After all, it's _your_ damn heart that's the darkest of all you know?" He smirked, making Jellal gasp in confusion. "You're a _dark_ man, a _sinister_ plotter, a _vicious_ murderer…"

"No! That's not true!" Jellal tried to deny his words, making Midnight smile again.

"Oh, _but_ it is… You made children into slaves, you killed your own friends, and you even tried to kill your beloved Erza…" He chuckled. Those words caused Jellal to start remembering things; things that were lurking down deep in his mind.

"Do you see now? Do you see all the people that you've frightened to the core, the people whose lives were threatened, those who cried all the while?!" He went on.

Jellal was starting to panic. It was then that Midnight started to do something strange. Holding out his hand, he smiles evilly.

"Say, when I think about it, aren't you a fitting definition of what to be like as one of the Generals? Take my hand Jellal…and become one of the pillars..." Jellal stared at him with fear, much to a certain girl's chagrin as she started to get up.

"You say that…" Erza stumbles as she starts to stand up. "But you don't know the things I've seen…"

As her body starts to flash, she glares once more at Midnight. "I've seen his light, Jellal has it!" Jellal's eyes flickered as Erza revealed a new outfit.

A mix between Japanese and Chinese attire, it consisted of a short sleeveless tunic that had revealing openings on the side and front. Along with that, a large obi was wrapped around her stomach, tied by a red rope. Down towards her legs, the tunic continued to go down in front of her groin area, as well as the sides of her waist. Light pink stockings went up to her thighs, with her feet donning sandals. Wrappings of bandage were on both her forearms.

Along with her new outfit, summoned in her hand was a long polearm by the name of Bisentō. It had a red wrapping on the grip, with a sharp blade on the edge, similar looking to a halberd.

 **"Robe of Y** **ūen!"** Swiping her polearm, she takes a stance.

"The rumors are just as they say…" Midnight started as he started to walk again. "This hunt…WILL BE MOST SATISFYING!" Eyes contracted, Erza points her weapon at him.

"BRING IT! I'll stop you and your disgusting dreams!" Midnight shrugs again.

"Must I remind you again? Your attacks won't hit." Responding to his speech, Erza lunges low as she pushes forward, swiping at him with lighting quick speed.

"Fast!" Jellal noted as she cut the background. However, as expected, Midnight blocked whatever part was aimed towards him.

"But no matter how fast, my Reflector will conquer through and through!" As Erza continued to perform powerful and quick slashes, Midnight chuckled as the surrounding buildings got cut from the shockwave of her attacks.

"See?"

As if she was reacting with the instinct to jinx, she launched a palm into Midnight's chest, pushing him back. Slamming into a building, several cracks, as well as a slight crater was made from the impact as he gasped.

"Whaaa?! How?!" Midnight looked at the redhead in disbelief as she held two fingers up.

"Two. There are two weaknesses to your magic. One is that it only affects the objects around you and magic, but not human bodies! The second…"

"Shut it!" Extending his fist and clenching it, the Robe of Yūen started to wrap itself around Erza, but this time she kept a straight look.

"Is that…you can only target one area at a time." Smirking, a large circle summons itself on top of Midnight, prompting a horde of swords to come out of it.

"Eh." Midnight made dot eyes for a brief moment, only to get wrecked and flung away by her barrage of swords.

"To bend the area around you, or bend the area around others. You must choose only one, or the other. You can't activate your magic in two areas at once!" Erza smiled.

 _'What perception…!'_ Jellal was astonished once again at her battle prowess, and even more when she started to move out of her constricting outfit.

"And this outfit, the **Robe of Y** **ūen** , is elastic! This kind of magic won't work on it!" Forcing her arms out, she flings off Midnight's magic, returning her robe to normal as she summons her weapon again.

"Hmm, I suppose you've gotten yourself in a _twist_ this time. Can't _bend_ my _warped_ mind anymore eh?" She tried to pun, making Jellal deadpan.

"Er… um… Erza…" Jellal tried to say. Erza blushes a little out of embarrassment.

"I suppose Ben's influence isn't exactly the most positive of ones." She coughed to regain her posture. "Anyways!"

"Yes…since you allowed the time to turn to _midnight…_ " Midnight started. "My powers are at their MAX!"

A bell chimes, signaling midnight. Midnight snarls as a red circle appears above him, wrapping him magic energy. His body begins to form into one of a monstrous beast, with it being multiples of sizes larger than Erza.

"What's this?" Erza looked up. As Midnight clenches his palms together, a large ball of energy comes forth. Jumping up to intersect it, he slams it down into the ground, triggering a large explosion.

Upon the remains of waste, Jellal winces as he stares at him.

"This isn't Take-Over, what the hell kind of magic is this?!" He barked with pain in his voice. As Midnight turns to him, a third hand stretches out, grabbing him and pulling back into his mouth.

"The Tower of Heaven…it was a hellhole. After the stupid crap you did, I couldn't sleep a single night! Everything was noise, everywhere was noise!" He barked.

"You, were also in that place! That's what Cobra was probably saying as well…" Erza grumbled as she blocked a blow from Midnight.

"Yes, Titania… You leaving us for eight years, making us suffer within that place… You let us experience that nightmare…"

It was then that figures of her past came into play. An old man appeared behind her, making her gasp.

"Grandpa Rob…!" She cried out.

As Midnight continued to torture her mind, it was then…Erza opened her right eye, and that eye alone. A single swipe distorted the space, making it vanish into nothing as Erza stood, with Midnight on his knees. The bell continued to chime, breaking Jellal out from his trance.

"W-Wha? All of that, in just a bell chime?" He looked around with disbelief.

"B-but how?" Midnight trembled.

"Eye Magic does not work on me." Erza answered with a blunt tone, making Midnight cry out as he reached to the sky in defeat.

"But I…was supposed to be…the strongest…wizard…" Falling down, the tears started to roll.

 _'My prayer… was to be able, to do the one thing I wanted… I wanted…to sleep. With no noise, none of the suffering in my ears…'_ With his last words, Midnight falls to his wounds.

Jellal looks upon Erza, who stood brilliantly in the night. Erza exhales as she looks back at him.

"To defeat someone, you must know your own weaknesses." Quoting herself, Jellal smiles at her…

* * *

 **…**

Wendy and Carla were now flying in the air. Continuing to look for Jellal, Carla was starting to go to her limit.

"W-Wendy…gotta go down…" Carla croaked.

"A-Ah, okay. Sorry Carla…" Wendy apologized. Starting to bring her down, they land on top of one of the buildings. Carla pants a little as her wings flicker away. The two then notice a familiar mountain.

"That mountain…" Wendy mumbled.

"Yes, Nirvana is coming closer and closer…" Carla added. From afar, Jetray flew, spotting them on the ground.

"Wendy! Carla!" The Aerophibian landed behind them, prompting the two to turn around.

"Ben!" The two say as a brief flash of green engulfed him. Returning to his human form, Ben looks around. "Why'd you guys go here for?"

"We're looking for Jellal." Carla answered. "Jellal?" Ben quirked at her words.

"At this rate, we won't find him…" Wendy whimpered. Ben sat down next to her, wondering what was wrong.

"Yes, but at this rate, Cait Shelter will…" Ben tried to say.

"I know!" She shouted, startling the two of them. "But…what should I do?" Ben thought for a bit, before turning back to her.

"Well…for starters, we have to have you decide on one thing first." He smiled a little, making her wisp in wonder.

"Do you want to see Jellal? Or do you want to stop Nirvana from destroying Cait Shelter with Jellal's help? You need to decide on one thing Wendy. Going after two objectives will prevent you from finishing either." Ben answered.

Wendy goes wide eyed for a second, before smiling with a serious look. "…Right. We have to stop Nirvana first. That's what we need to do first!"

Carla and Ben smirk at her decision, before nodding in agreement. Carla then folded her arms. "That's it then. Don't think about anything else, and just keep searching for that one thing then."

"Yeah!" Standing up with a renewed confidence, Ben smiles at her resolve as he stands up too.

"Then let's go! Let's go find that guy then!" Ben quirked as he readied the Omnitrix. The two girls looked over as he quickly dialed up his alien, slamming the core down afterwards. Blinding them for a brief moment, Wendy and Carla react with shock as Gravattack replaces him.

"Huge!" Carla retorted.

"Amazing!" Wendy's eyes sparkled at the size of him. Gravattack chuckled, before lending a hand down. The two climbed onto his head, in which he then stood straight.

"Now then, away we go!" Curling into his spherical form, Wendy and Carla were in for a surprise once they were flying off on top a mini planet. To their journey, it was only going to get worst…

 _'Jellal…I'm going to have to tell Wendy. Or maybe she'll find out on her own? Well, let's get to that when we have to…'_ Gravattack mused. Flying off into the distance, Nirvana grew closer and closer, with an ominous feel starting to take hold…

* * *

So, how do you like this chapter people?

I like how this part is going, and I wanted to draw some of this crap out to post it on Deviantart. It's kinda pleasuring to see the crap I think of in visual form, like Ben in different outfits, or maybe some of the aliens. Perhaps the next one will be colored Omnitrix drawing?

Anyhow, that's all I wanted to say. I'll see you all in the next part! More fighting and fluff is incoming, so get ready people!

And as always, please rate/review this story if you want. You guy's suggestions keep getting me surprised, and it's nice to see what you guys think! I'm still a developing writer, so everything's good for me!

So, with that all said and done, I'll see you guys in the next part! Toodles!

Ahoges are a bliss, UMU!


	34. Zero (Oración Seis 5)

Hello internet, welcome to—crap, wrong intro.

Welcome back to the Null Fairy! Hope you guys are happy with what I wrote so far. Let's see what my sea of reviews has in store today!

 **Sean Bruce:** Indeed. I love puns, shitty ones are wonderful ones. Regarding Mystogan and him meeting with Wendy, I figured that it would be a good part for a chapter. I love it when I can confuse characters by making events happen at a later time. It's so exciting!

 **Traveler-who:** Sorry to say, but I plan to have Waybig appear in another part. A certain alternate dimension to be exact! Regarding the Bendy ship (like the name btw), yeah, it's good to have their relationship steadily grow as the story goes by. This Arc, like Chapters 12 and 13, are more like an introductory to their new relationship. Yandere Wendy? I don't know lol.

 **Windigns Dante:** The bite is first formed onto the mate, and then appears shortly afterwards (That's according to what other fics with the mark say. Tryyyyying not to take from other stories, but the mark is too good of a thing to ignore). The form will be related to a part of Wendy, yes.

 **Dragon10:** Yeah, I know it's pretty bad, no offence taken. It's more like a beta image that I wanted to project from my mind. The key will be used to access certain…forms.

Regarding the Big Chill idea, I'm a bit confused. It says that Necrofriggians only reproduce every 80 years right? I mean, I'm all for the idea with them, but the process only occurred in Alien Force, when Ben was 15. That meant that it had been an actual 80 years. Since the Ben in this story is 12, it should've only been 77 years that had passed right? I'm not too completely sure about this, so please feel free to elaborate more on that topic.

And…regarding the rushing comments or whatever the crap, I mean, I don't really care if people tell me to post another chapter in a rude way. It's not exactly a flame per say, so it doesn't really bother me. But I do want to say that you guys settled that situation rather nicely, cool.

Anyhow, that's all I wanted to say. Let's get to the story!

And as always, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support their official releases, and happy reading to you all! Thanks for reading the story up until now!

* * *

 **Chapter 34:** _Zero (_ _Oración Seis_ _Part 5)_

Coming back to Gravattack and the duo riding him, the trio continued to search the area for any sign of Jellal. Since it was from a bird's eye view, there was an advantage to that, plus Wendy's superior senses as a Dragon Slayer as well.

And then, after doing one last sniff in the air…

"Ah! I got his scent!" Wendy gasped. Pointing down, Gravattack notices Erza with him as well. "He's down there!"

If he could nod, Ben would, though in this case he answered by moving down towards the other duo, who were just finishing with their battle with Midnight. The two turn their heads up to the sky as Wendy and Carla jump off Gravattack.

"Jellal!" Wendy called out. Erza smiled at the three once stood she up.

"Wendy! And Ben! Oh, you guys are safe!" Gravattack nodded properly once he reverted from his planetary form, pressing the Omnitrix dial. Flashing for a brief moment, Ben replaced him. The two watched as Wendy looked over to Jellal.

"Jellal…" She called out once more. To her dismay, Jellal looked at her with confusion. "Who are you?" He asked with curiosity, confirming Ben's thoughts.

 _'I was correct then. The Jellal that she saw was…'_ He confirmed in his mind as he folded his arms. Erza was unable to confirm the situation, and instead answered something different.

"Jellal's memories are a bit scrambled up right now." She said, making Carla and Wendy turn to her. "He doesn't even seem to remember me, so he probably doesn't remember you either."

Turning back to Jellal, Wendy introduced herself, but as she expected, Jellal had no recollection. It was then that Carla barked at him, asking if he even remembered how to stop Nirvana. As the cat continued to assault him with questions, it was then that the ground, or rather, Nirvana started to shake.

"Wha—" Erza stumbled. Wendy and Ben tripped and dropped to the ground, with Carla pulling them to a wall to hang onto. Jellal quickly leaped to a broken wall to stabilize himself.

From afar in another direction, Nirvana started to generate a large magical beam from its core, being color black and white, similarly to the Jupiter Cannon.

"Nirvana! It's going to fire!" Erza barked as she grunted.

"NOOOOOOOOOO!" Wendy cried out as it fired shortly. Ben gritted his teeth as he watched the beam fire off. _'It's too late to try and intercept that… Damn it all!'_

But, just as the Cait Shelter Guild Hall was about to be decimated, several projectiles from the air crashed down onto one of its legs, making it stumble and miss at the last second. Everyone gasped as they looked up.

"That's…" Ben went bug eyed with joy. It was then that everyone cheered at the sight of Christina. Even though it was damaged, it was still flying, and managed to damage one of the legs. Several more bombs landed on Nirvana's back, making the beam dissipate as it started to power down.

Its large shadow hung over the rest of the group as Hibiki began a telepathic link. _"Hello! Can anyone read me?! Answer me if you can!"_

"Hibiki!" Ben smirked. _"Ah, Ben-kun! You're safe! So is Wendy too!"_ The Triman responded.

 _"I-I'm here as well…meeeen…"_ Ichiya whimpered from somewhere else. Hibiki cheered for him as well.

"I thought that magnificent machine was taken down from the skies though?" Ben then asked. "Yeah, it was shot down right when we got to the sea of woods!" Carla added.

 _"Yeah…we managed to do so, but not without some help. Since we're all an alliance, it's best to see how well we can work together. I mean, most of the functions that are keeping us in the air are because of our members."_ He then chuckled.

" _Lyon's maintaining an artificial wing made of ice to replace the one lost. Ren and Sherry are helping to maintain flight, as well as the hull of the ship. And those last few attacks were from Eve's magic."_ Hibiki then explained.

Eve smirked, but not before panting a lot. _"Yeah… I infused my magic with the rest of the magic bombs left on Christina, but all I could do was stop one leg…and I'm starting…to run out of…magic…"_ Saying his last words, he fainted due to exhaustion.

 _"Yes…so, for now, Christina can no longer provide air support. However, before my own magic runs out, I have one last piece of information for you guys…"_ Hibiki began.

"What's that? Erza questioned. Hibiki grinned as he answered. _"Inside Archive, I've finally found a way to stop Nirvana!"_ Everyone gasped at his statement.

"Explain, now!" Ben quickly barked.

 _"Yes. You know that Nirvana has those six spider like legs right? Instead of being legs actually, they're more like magic sucking tubes that take magic energy from the environment itself. And inside those legs are six giant lacrimas that join together with the main body."_ He began his important explanation.

"So, we just have to take all of them out right?" Carla proposed.

 _"Yes, however…you need to take them all out at once. One at a time won't work, because the other lacrimas will regenerate the ones that get destroyed, so you have to take all six out at the same time!"_ Hibiki answered back.

"And how do we do that then?" Erza grunted.

 _"I can keep track of everyone and coordinate a simultaneous attack, but as of now, I can't maintain my telepathy for much longer…so, here's the deal…"_

Crossing a line on his head, a bar appears above everyone's head, uploading the information from Hibiki. Wendy chirped once she got the info in her head.

"Twenty minutes?" She and Ben blinked at the short amount of time.

"And six lacrima…" Erza grumbled.

 _"I know you can do it…ugh…I believe in all of you!"_ Hibiki croaked.

 _ **"** ** _AS IF!"_ **_ Zero then interrupted the telepathy. Hibiki gasped at his telepathic link being jacked.

 _"I am Zero! I, am the Master of_ _Oración Seis!"_ He introduced himself, much to everyone's shock, and to Ben's annoyance at hearing his voice.

 _"I didn't think there was another person who could use Archive other than Brain. So, listen well, wizards of the light!"_ Zero barked.

 _"As of now…everything will be destroyed at my hands! To start things off, I finished three of your other measly friends! A Dragon Slayer, an Ice Creation Mage, and a Celestial Spirit Wizard! And…some cat as well, never mind that though."_ Brain coughed as he briefly described Happy.

 _"Natsu and the others?!"_ Hibiki gritted his teeth.

 _"And right now…I'm standing right in front of those six lacrimas! You can't do crap if I'm here!"_ Zero finished as he cut off his link to the transmission.

 _"Ouch…! He cut off his link…'_ Hibiki grumbled.

"So…there are six lacrima in total…and the chances of encountering that man, Zero, are 1 in 6." Jellal summarized. "If we take the fact that it's only us, then it's either you or Ben that has any chance in dealing with him."

"But wait! What're you guys saying?! We don't even have six people!" Carla then barked. Ben smirked as he rolled his sleeve up.

"Not a problem!" He grinned. Readying the Omnitrix, everyone looked over as he slammed the core, flashing a green light that replaced him with Echo Echo.

"Ah, the Echos again eh?" Erza smirked. Echo Echo nodded as he split into six Sonorosians. "Now we have enough!" The Echos stated.

 _"So that's how he was able to be at multiple places at once…"_ Hibiki noted.

"Hmm, but it's not bad to have backup. Is there anyone else who can fight? Answer me!" Erza then yelled.

 _"I'm still here…men… Though I am tied up…"_ Ichiya whimpered again.

 _"Ichiya-san! That makes…another. Geh…running out of magic power…"_ Hibiki grunted as he stumbled to the floor.

"Is there anyone else who can fight?! Please, answer me!"Erza pleaded. Ben and Wendy then looked up as they begin to see Christina lose altitude.

"Crap, Christina's plummeting down!" The boy cried out. One by one, the mages supporting the flying bomber started to run out of spark, with Lyon's wing shattering, and Sherry's hold on the ship faltering.

"Crap, gonna need one more for this then!" Echo 1 barked as another clone shifted out from him.

As Echo 7 pressed his dial and flashed to Jetray, the crew on Christina started to call out to some of the other fallen members. Encouraging words aside, it was a moment of triumph, as the warriors of Fairy Tail then rose from off from the floor like zombies. Natsu was the first, in which he slammed his fist into the ground to support himself. Then it was Lucy, followed up my Gray and Happy.

 **"STAND UP!"**

And they did. With a loud exhale of pain, the four awoke, and stood, or rather, regained their footing. Hibiki smiled as he tried to maintain his connection.

 _"Can you all…hear me?"_ He winced. Natsu cursed as he answered.

 _"Shit…yeah…we can…hear…you!"_ He gritted his teeth in utter exhaustion.

 _"We'll destroy…those six damn…lacrimas!_ " Gray added.

 _"And whoever gets to Zero…has a lucky dance with him, right…?"_ Lucy smirked with a pained face.

 _"We got…eighteen minutes…gotta hurry."_ Happy growled.

 _"Everyone…ugh… M-My telepathy's running out. I've sent the maps and timing to all of you…do what you have to do…"_ His link was then cut off.

 _"Then_ _ **One**_ _is mine!"_ Natsu barked as he stood up.

 _" ** _T_ wo **__for me!"_ Gray responded.

 _" ** _Th_ ree**_ _for me then…I just hope he isn't there…"_ Lucy whimpered.

 _"Then I shall take_ _ **Four**_ _."_ Ichiya answered.

" **Five**." Erza added.

"Then I'll…" Jellal tried to speak, but Erza stopped him. "No, Natsu's still on your toes, he still thinks you're an enemy. You'll be **Six**." The redhead decided for him.

 _"Eh, who was that?! Who was that just now?!"_ Natsu barked.

"It was nothing you dolt." Echo 1 responded. He then looked back at Echo 7, who was now flying towards the crash site of Christina. "Everyone, I'll be supporting you all with my Echo Echo clones."

As Christina crashed, the telepathy was cut off, making everyone feel sympathetic for the crew as they prayed for their wellbeing. The squad then started to go off to separate ways.

"Well, time to go." The Echos said as they went off with their respective partners. Echo 1 stood by with Wendy, who turned his dial and pressed it, replacing him back with Ben. She gawked at the sight, wondering how that was happening.

"I'll explain later. Let's go with Jellal to number six!" He nudged over to the pathway Jellal was going.

As Erza and Jellal walked, it was then that some words that she said triggered more of his memories. Ben and Wendy didn't notice him until later on. It was then when he spoke to the two of them as they walked that he decided to go off to chase after Natsu. Reluctantly agreeing with his decision, the two go off, with Jellal now with a new goal in his eyes as he went off…

* * *

 **…**

At lacrima One, Natsu entered, and sure enough, what lied down next to it, was none other than Zero. The gray head snickered at the ragged Dragon Slayer's appearance.

"Ho? Still alive I see." Zero folded his arms.

"Let's see who'll break first! You, or me!" The Dragon Slayer then rushed with a flame fist, in which Zero dodged by leaning back. Following up with a roundhouse kick, Natsu jumped back and released a Roar.

 _ **"** ** _Fire_ Dragon's Roar!" **_Scorching the area in flames, Zero brushed the blow off easily, but also noted his improved movements.

"How about this then?" Bringing an arm back, he extends his thumb, index, and middle finger.

 _ **"** ** _D_ ark Capriccio!" **_Aiming it at Natsu, he fires off a green and orange projectile, similar to Brain's own attack. "Don't think it's like Brain's though!"

Dodging the first strike, Natsu grunted as he landed. Zero then grinned as he swiped his fingers up, making the attack rise up from the ground and uppercut his chin. Twisting it again, Natsu barely had time to dodge, with it almost zipping past his eyes as Zero continued to swipe around and around.

"So, you ask which of us will break. That'll be you _obviously_!" Zero then retorted as his attack landed another blow on Natsu. After getting hit a few more times, Natsu lands on his feet while glaring at the attack.

 _ **"** ** _Fir_ e Dragon's Iron Fist!" **_Punching the attack, the projectile made him skid back quite a distance before canceling the spell out, making Zero hum as Natsu glared at him.

Before he could initiate another attack, it was then that Jellal appeared. Launching a flame attack, Natsu was pushed down as Zero darted his eyes over.

"Who dares?!" But upon seeing the blue head, he smiles. "Oh, have you recovered you memories?"

"…Yeah." Was all he responded with.

"Jellal…!" Natsu growled, before running at him with feral movements.

"Natsu." He smiled as he launched another fire spell at him. Showering him in flames, they continued to burn on him as Natsu stood up.

"Fire ain't gonna do crap to me!" He barked.

"I know. That's what I remember." He responded, making Zero and Natsu look back at him with confusion. "You're Natsu, the hope that we have left. As the Fire Dragon Slayer, your magic power increases from the power of flames."

"Power of…flames." It was then that Natsu noticed that it was firethat was used not to attack, but supply him with magic.

"Hmph, so your memories haven't returned completely." Zero gruffed. Jellal shook his head as he turned to face the man.

"No, like I said, I remember Natsu. Nirvana's stopping is still my goal, don't forget that." Jellal responded.

"The hell does he mean by memories?" Natsu turned to Jellal.

"I have no recollection of the memories I had prior to me waking up. All I know was that I was trash, and hurt you both you and Erza. Right now, all I want to do is help Wendy and her guild, and stop Nirvana!" He admitted. It triggered Natsu though, who slugged his face.

"So you're tell me you _forgot_ all of that crap?! You forgot that you made Erza _CRY_?!" He shouted. "I didn't forget, I'll never forget!"

As Zero watch, he sighed while shaking his head. "If you two are gonna talk, do it somewhere else will you?" Launching another Dark Capriccio, it was then that the two gasped.

Before Jellal could intervene, out of the corner of both their eyes, Perk Upchuck jumped and swallowed the attack, landing with a glowing belly.

"Leave the reunion for later you dolts!" The Gourmand sighed as he turned back to the two. Jellal, use the rest of your magic to refill Natsu."

"Ben…! I thought you were with Wendy." Jellal mumbled.

"Didn't I tell you? I had six Echo clones, one for every lacrima. I already had one going here in the first place." Upchuck explained as he spat out a loogie in a random direction away from them.

As Jellal held his chest in discomfort, he sat on the ground. Holding out a palm, a golden flame appears in his hand. Looking at Natsu, he smiles.

"This…is the flame of guilt. I want you to receive this power from me, as the person that Erza believes in." Staring at the flames, it was then that the fire mage finally gave in to his plea, eating the flames with all his heart. Upchuck grinned as he recognized a familiar phenomenon take place on Natsu's body.

"Dragon… Force." Zero grinned. "Interesting… VERY INTERESTING! COME AT ME, BOY!"

"Natsu, I'm going to give you a chance, and a timer. If you can't beat this guy within that, _I'm_ taking over. I've got a bone to pick with him." Upchuck ruffed. Natsu smirked, before taking a stance.

"I'm all FIRED UP!" Launching himself at Zero, Upchuck and Jellal watched as another epic fight was about to take place…

* * *

 **…**

Moving to the second lacrima's pathway, Gray struggles to walk over, leaning against the wall with an arm to support himself.

"Gooood, this damn tunnel is so long…" He complained. Upon continuing to walk for a bit, it was then that he started to hear the growling of a familiar canine like alien.

"Grawwhahawa!" Wildmutt barked as he suddenly threw Gray onto his back. The ice mage gasped as he stumbled on the Vulpimancer's back.

"Woah! Easy Ben, I'm not exactly healed up!" He quickly quirked. Wildmutt sniffed, before running off into the tunnel's pathway. Gray was glad that the boy was no longer targeting his allies, but it did remind him of what he was whispering with Wendy.

"Say, what were you whispering about with Wendy at first? You were getting a little close to her weren't you, you little rascal!" He grinned as he ruffled Wildmutt's head.

The Vulpimancer growled at the ice mage, making him cower away. "Sheesh, you don't even have eyes and I'm getting scared…" He coughed out.

Wildmutt then growled again, as if saying 'Yeah, better be like that'. As they continued to go on, it was then that the giant room with a large lacrima came into view. Letting Gray down, the ice mage looked up.

"Now, we wait." One lacrima secured, what about the rest…?

* * *

 **…**

To lacrima three's pathway, Lucy and Happy were grumbling the entire time they were walking.

"You ok Lucy?" Happy mumbled.

"Ah quiet cat, we need to get going and be ready to destroy those lacrimas…" The blonde retorted.

"But you can barely walk…" He then countered that.

"Yeah…but still." Panting as she leaned down from a wall, it was then that footsteps from behind them were heard. "What now…?" She sighed.

"AND RATH WANTS TO TELL YA SOMETHIN' LUCY HEARTFILIA, FORMER HEIR TO HEARTFILIA RAILWAYS! RATH WILL SUPPORT YOU AND THAT OTHER FLYING FURBALL!"

The Appoplexian scared the two to their feet. "Son of a Celestial Spirit! Geez Ben!" Lucy gasped, but not before Rath swooped her up, placing her on his shoulders. Dragging Happy by his tail, he placed him on his head.

"LET'S GET GOING TO RATH'S CHEWTOY!" Rath growled as he started to run. The duo were relieved that they didn't have to run all the way, but it did make them nervous that it was Rath carrying them.

After running for a short while, another room with a lacrima appeared to them. Bringing them off, Lucy and Happy stared at the size of the thing, noting how thick and big it was.

"That's kinda huge." Happy noted.

"Didn't need to point the obvious cat!" Lucy retorted, but both Rath and Happy responded to her, much to her annoyance as she face palmed.

"Ben, turn into something else please…"

Rath growled, and then tapped his dial. A blinding flash blurred their vision, before replacing him with Eatle. The beetle alien burped as he looked over towards the lacrima.

"Imma still eat that thing though." He declared, making the two deadpan as Eatle began to eat the ground…

* * *

 **…**

Now with Erza, Echo 5 ran with her towards the room containing the lacrima. To their surprise, the lacrima was larger than the redhead anticipated.

"Hmm, this is quite big." Echo 5 sighed.

"Not to worry, if it can be destroyed, then it shall be." Erza responded. She then glared at him. "And by the way…"

"Y-Yes?!" He saluted to her.

"Mind telling me what happened when you were with Wendy?!" She then grinned menacingly, making Echo 5 shriek as she began to interrogate him…"

"WHY IS THIS PART SO SHORT FOR?!"

Shut it. Onwards! And the parfum man gets no part.

"Meeeeeeeeeeeeeeen… Why?"

* * *

 **…**

With Wendy, Carla, and Ben, the trio walked into their own version of the room. Ben groaned at the size of the thing, while Wendy and Carla gasped a little.

"Huge!" Wendy commentated.

"We still gotta destroy this thing though." Ben ruffled his hair. Reaching into his pockets, he took out the Blue Waves, strapping them onto his arms. As Wendy saw him starting to prepare, she started to concentrate.

A sky blue circle slowly started to form underneath her feet as wind energy gathered around her. As the Blue Waves finished putting themselves on, Ben pressed a button on his right gauntlet. As he brought his arms together, the two weapons linked together, morphing into a mounted laser blaster.

"Level _11_ , charge." Uttering the commanded, a small beep was heard as the Blue Waves started to glow, with a bright green light forming up at the barrel.

Wendy then started to inhale slowly, gathering the power of the air around her. Carla watched as the two kids displayed an awe inspiring view.

"Wendy, Ben…" She smiled at the two, wishing them good luck in their attack…

* * *

 **…**

 _ **"** ** _Dark_ Gravity!" **_Launching magical energy into the floor, it began to crumble, making Natsu fall to the floor underneath. As he landed with a thud, the rest of the spell broke through the floor, leaving him right next to the outside, on the edge of some tiles.

"Yikes…" He noted how close he was. He then sniffed, turning his attention back to Zero, who flickered a purple circle. Several dark green projectiles fired out of it, making him use a flame blast to push himself backwards.

Upon the spell landing on the floor, Zero landed, facing Natsu with a grin, before leaping forward with an arm rocked back.

 _ **"** ** _Ze_ ro Slash!" **_Whipping out a green and orange swirl of magical energy, he swung it at Natsu like a whip, making the pink head dodge for a few seconds, nearly getting his body hit each time.

As Natsu then leaped forward with a flip, he inhaled, sending out a Roar towards the enemy mage. Twisting his body back as he landed, he watched with shock as Zero pushed the flames away with a wave of magic. Zero quickly dashed forward, making Natsu gasp as he quickly tried to block a blow from him.

The energy released from his punch caused the floor to crater itself in, pushing Natsu back a few meters, before jumping up and releasing another spell.

 _ **"** ** _Da_ rk Deleter!" **_Spraying a rapid fire volley of green energy projectiles, Natsu zipped left and right to avoid the onslaught of energy, before getting caught by a few blasts, forcing him to stay still for a second.

Zero grinned as he released another Dark Capriccio, launching Natsu into a nearby wall as the Dragon Slayer yelped in pain. As he released another row of Dark Deleter, Natsu roared as he flung them away with a fiery arm sweep, launching himself off the wall. Beginning to enjoy the fight, Zero grinned as he charged energy in his fists, intercepting a punch from the pink mage.

To the victor of that clash was Zero, who sent Natsu crashing down to the floor. As he put on a smug smile, he began to kick the downed Natsu. "Come on! Is that all a Dragon can do?!"

Kicking him away, Zero continued his trash talk. "Did Dragons truly rule through the ancient times with weak power like this?! You can't beat me with your measly power alone!"

As he laughed, Natsu flipped to his feet with some struggle. "But I'm not fighting by myself…!" He barked as he started to stand up. "Hoooh?!" Zero hummed.

"I can hear them…everyone's voices, everyone's plea…" Natsu started. "Everyone's…feelings! I'm not ALONE! They support me, and they give me the will to continue on!" Natsu's body started to glow with awesome golden flames as he started to glare at Zero…

* * *

 **…**

It was nearing the time. Back at lacrima three, as Eatle stood with Lucy and Happy, it was then that Gemini appeared before them.

"Gemini? Why are you here for?" The blonde asked.

"When we were coping you…" Gemi started. "We felt your feelings for your Spirits, and we were moved by your heart!" Mini finished.

"So, we'll fight for your will, as…!" Puffing in a cloud of smoke, the copy of Lucy replaced them. "You!"

To Lucy's gratitude, Gemini approached Eatle, who gave them a thumbs up. "Sorry for scaring you back then. You probably saw some bad stuff right?"

Gemini chuckles weakly as she takes out a golden key. "Lucy, the Gate of the Bull is alright?" Lucy nodded in response as Gemini smiled. By now Eatle finished eating quite a bit of stone that he broke apart, with his horn starting to flash green.

"Ready?" He exhaled as he started to aim his horn. Gemini nodded as she summoned Taurus, who stood ready…

* * *

 **…**

With Gray and Wildmutt, the two started to get ready as well. Gray placed his hands together and started to gather magic energy, with Wildmutt pressing the dial on his arm. Flashing green, Gray watched as Ben replaced himself with the same armored alien that Wendy and Carla fought while he was still under Brain's control.

Now having dark green armor with white and gray highlights, his visor was green as well, with his Fairy Tail emblem being green, as well as his Omnitrix dial too.

 **"Tenten!"** The Sotoraggian yelled. His voice was a bit robotic as Gray took a moment to gaze at him.

"That's what I would call sci-fi." He commentated. Tenten looked at him. "You know, I have a feeling that someone said something like that earlier."

Looking back at the lacrima, Gray flinched a little as Tenten's hands morphed into twin rocket launchers. Ignoring the problem, Gray started to form an object in his hands, with it starting to take shape as a large hand cannon.

"Ready?" Tenten asked. Gray nodded as the cannon started to have swirling ice energy morph an object inside…

* * *

 **…**

Back with Erza, the redhead stopped her interrogation to start with the destruction of the lacrima, much to Echo 5's relief. As she and the Sonorosian gathered in front of the magical device, Erza's body flashed to her Black Wing Set.

Echo 5 then pressed his dial, blinding Erza for a moment as he was replaced with Diamondhead.

Pressing his palms into the floor, Diamondhead shouted as he generated large prisms of crystal. The redhead smirked at the sheer size of them as he stood up. Holding them in their levitating state with his hands up, he nodded at Erza, who started to take a stance.

"Now we wait…" She stated. It was only a matter of time…

* * *

 **…**

"He's really taking a while, ain't he?" Upchuck grumbled from the top floor. Jellal chuckled weakly as the Gourmand kicked a pebble away.

Back down with Natsu and Zero, the grey haired mage grinned as he started to swirl energy in an infinite symbol. As Natsu was bathed in the aura of golden flames again, he led off with a great charge.

 _ **"** ** _Dr_ agon Slayer Secret Art: Exploding Flame Blade!" **_His arms ignited, with him and his body starting to go in a swirling motion. Releasing the roaring flames, they traveled by a drill towards Zero, who in return launched back his own spell.

" _ **Genesis…Zero!"**_ A devastating wave of green went across from Zero, creaking itself towards the charging Dragon Slayer. As his palms clapped together his eyes widened.

 **"Fall to the depths of Nil!"**

The green energy then started to corrupt, morphing into thousands of black phantom like entities. As Natsu flinches, his attack gets nullified. The sheer number begins to engulf Natsu, who was squirming around while gasping for air the entire time. As he begins to lose his struggle against the shadows, Zero watches in delight.

"Now fall, Dragon! Your very existence and soul will be devoured and shattered from this world!"

Now in the sea of phantoms, the wave of Genesis Zero starts to swirl in, compressing itself as the spell begins to end. As the attack ends, all that is left…is Zero, and an empty room. The mad mage laughs at the sight.

"Now, you are a resident of Nil as well!" There was no trace. Not a single cell, not a single flame, not a shred of hair. Where did Natsu go to…?

* * *

 **…**

"…Where? Where am I?"

"I can't see…anything… Can't…move…shit…"

The scene was grayscale. Natsu, whilst unable to look around or move around, could feel as though this world was a stale and dead one. Thinking that it was over, _something_ just had to jinx the situation and prove this crappy pink head wrong.

 _"Natsu… What the hell are you doing, laying around here for?!"_

"Ig…Igneel…?"

 _"Are you really going to be defeated by something like this? And you dare to call yourself the child of Igneel, the Fire Dragon King?"_

The voice that Natsu heard started a triggering of memories to surface. Tales of a young Natsu shined, in which the young pink head was complaining about trying to destroy a humungous rock. The dragon next to him, Igneel, then said that he mustn't let his feelings conflict in the task that you are trying to seek, and to not lose faith in his own power.

As the voice of Igneel continued to echo through the timeless landscape, courage began to fill Natsu's body. His body started to glow as he grinned.

 _"NATSU! YOU ARE THE DRAGON SLAYER OF MY TEACHING! DO WHAT YOU WERE MEANT TO DO!_ _ **BURN**_ _THROUGH YOUR ENEMIES!"_

"Yeah… That's right… IGNEEL!"

* * *

 **...**

 _ **"** ** _Ic_ e Cannon!" **_Gray held his giant launcher of ice as he fired off a massive heaping of concentrated magic energy. As he did so, Tenten began to fire a volley of rockets, in which they swirled around Gray's projectile.

Timing their attacks together, the whirl of destruction started to go towards lacrima number two.

With Lucy and Eatle, the beetle alien fired a humungous laser from the other side, while Taurus slashed his halberd from the front side with Lucy and Gemini. Happy cheered as the two attacks started to get closer…

And with Erza, Erza hanged low as she started to concentrate magic at her feet. After a moment, she blasted off towards the lacrima. Taking the sign, Diamondhead yelled as he launched his 3 monstrous heaps of crystal towards her direction.

"With the remaining magic I have, I shall release all of my strength!" The redhead yelled. Diamond snickered. "That's what I would call stereotypical…!" Luckily, she didn't hear that…

* * *

 **…**

Carla could see that the two were done preparing, so she took the opportunity to sound them off.

"Ready you two?! On a count of three!" The cat yelled. The two kids glanced at each other and then nodded. Looking back at the lacrima, Ben grinned as he began to load just a _bit_ more energy into the Blue Waves.

 **"3!"**

Aiming the mounted weapon at the lacrima, Ben glanced over towards the Dragon Slayer next to her. By now, the flowing wind had halted, with Wendy merely taking a soft breath.

 **"2!"**

Wendy then started to inhale, and she inhaled quite a large amount of air. Ben mentally counted how long it took her to fill her lungs, with curiosity filling his mind.

 _'6…7…8…9…10… Woah there, her cheeks are as large as a chipmunk's!'_ He noted with an impressed expression. _'Anyways…'_

 **"1!"**

Taking a deep breathe, Ben then grinned as he gripped the Waves with a slightly tighter grip. Carla twitched an eye in reflex to the boy's haughty look.

 _ **"** ** _Sky D_ ragon's ROOOOAAAAR!"**_

 _ **"** ** _O_ mega Blast, fire!"**_

Opening her mouth, out of a sky blue circle came a devastatingly huge swirl of wind energy. Ben continued to grin as he pulled the trigger, releasing a gigantic green and blue energy beam. If someone were to get hit by that, they'd…on second thought, let's not talk about that…

And the parfum man made a blow as well, but only because he got aided by Humungousaur, who helped him from his tied up state. That is all…

* * *

 **…**

Zero was about to jump back up to the lacrima room, but then suddenly…

 _ ***Crack!***_

"What?!" He zipped his head back down to the place where Genesis Zero sucked Natsu in. _'Don't tell me…!'_

As he tried to walk closer to the cracks, the empty space started to crumble faster, until a familiar golden broke through, allowing the flames back into the world. Zero flinched as he covered himself.

"This…damn…" He grunted, but not before gasping at the sight of…

"The phantoms…my spell… The golden flames, they're burning my Genesis Zero away!" He went wide eyed with disbelief at the sight of Natsu walking out from the phantom world of Nil.

With a new bound sense of worry starting to come into his body, Natsu growls as he releases every remaining ounce of energy left in his body. Slamming a foot onto the floor, Zero could've sworn he saw the image of a red dragon alongside the Dragon Slayer as he let out a devastating roar.

And…back upstairs, Upchuck smirked upon hearing that roar. "About time…"

Zero couldn't help but watch in awe. The image he was seeing was probably a once in a lifetime opportunity, and he dared to be a witness to it.

 _'So this… this is the power. The wizards who learned the same techniques and powers of dragons, for the sake of defeating them with their own ways of fighting…'_

While still star-struck by the sight of the golden flames, Natsu rushes up, letting Zero's face take a fist full of magic power.

 _ **" _T_ his… Is a Dragon Slayer!"**_

Launching him into the air, Natsu crouches as he begins to inhale…

"Magical power's charged, maximum levels unleashed!" He muttered as his body started to glow brightly. Zero could only watch as Natsu prepared his final attack…

 _ **"** ** _Dr_ agon Slayer… Secret Art. Hidden Form..." **_He began. A large red circle flickered underneath Natsu's feet as he then jumped up, with his body wrapped in flames.

 _ **"** ** _CR_ IMSON LOTUS: PHOENIX BLAAAAAAADE!"**_

Propelling himself up with a mighty launch, Natsu head-butts into Zero's stomach as his flames start to resemble a giant spear. The attack broke through the ceiling, and through the next, the next on onwards, and then…

As the floor started to shake, Upchuck's tail perked up. "Incoming!" Pushing Jellal away, the Gourmand jumps for cover as Natsu crashes up through the floor, smashing into the lacrima number 1, and all the while while everyone's attacks synched up…

* * *

 **…**

Outside, the synchronized attacks of Nirvana were seen like detonating time bombs, with each leg exploding at the same time. With nothing to support the main body, Nirvana started to power down permanently as the main body started to drop.

At lacrima three, Wendy and Carla cry out in joy. The Dragon Slayer then hugs Ben, making the Omnitrix wielder blush for a moment.

"We did it Ben! We did it! Nirvana's stopped!" She cried. Ben's face returned to normal as he then smiled.

"Yeah…we did it." He replied, looking over to Carla, who gave him a thumbs up. As Ben looked up, he could assume that Natsu had finished Zero off, and that the rest of the group succeeded in their attack as well…

* * *

 **…**

Now that Nirvana's legs had started to crumble down, there was nothing that was supporting the main body. That meant that it was going to fall down, and practically crush itself due to its own weight.

"RUUUUUUN!" Gray barked as he and Tenten ran. Panting like hell, it was then that Tenten shrugged as he watched the ice mage struggle.

"Just cool it man…" Activating his jetpack, he flew above Gray and grabbed his arms, blasting out to the nearest exit. As they flew, large heaps of rubble started to fall down.

"Oi Ben, wreckage alert!" Gray cried out. Tenten's visor then glowed. Small openings in his armor located on his shoulders then opened, allowing small pale mini-arms to pop out.

Gray deadpanned as he witnessed the mini-arms throw grenades towards the rubble, effectively wasting the falling rocks to ashes. Gray sighed as the two then exited the place…

* * *

 **…**

With Lucy, Happy, and Eatle, the cat was attempting to carry the blonde outside while they were running. Running for a little bit, it was then that the trio found themselves in a dead end, and by that, they were surrounded by heaps of boulders.

As Eatle started to eat his way out, more and more rubble started to come down, nearly crushing the group.

"Eat faster Ben!" Lucy shouted. Happy put her down, panting a little. "We're doomed!"

"I'm _*Chomp*_ eating as fast as I can!" Eatle groaned. It was then that his horn glowed green again. Aiming it towards a random direction of rubble, he blew apart what was in his line of sight.

"Come on you two!" Running over to Lucy, Eatle supported her as Happy latched onto his horn. Slowly walking out of the new path, he and Lucy saw moonlight shining into the room from a fair distance away.

However, as they rushed towards the exit, a huge boulder was seen crashing down near it. Eatle grunted as he dashed forward, pushing the two off into the open. Lucy and Happy gasp as Eatle stayed inside, holding the boulder that would have blocked the exit.

"Ben?!" Lucy cried out. Eatle smiled as he reverted back to his Echo form, and then flashed away. Lucy and Happy then sighed in relief, but then went back to panicking.

"WE'RE GONNA BE PANCAKES!" Happy yelped.

But then, a flash of yellow light surrounded them. A moment later, Horologium appeared, encasing the two inside of them. Lucy cheered for her spirit as they then fell together…

* * *

 **…**

Erza and Diamondhead were running along a long hallway, reaching a desolated area.

The floor in front of them had been destroyed by the falling rubble. Erza had thought of leaping off of the other falling rocks, but Diamondhead improvised by slamming his palms into the floor, generating a pathway of crystal. Much to her delight, the two ran across, before the artificial bridge collapsed. The Petrosapien was impressed by the redhead's calm demeanor, even without an armor set.

A few moments later, the two approached a cracked opening. Shooting crystal shards from his palms, they exploded the moment they made contact with the wall, making Erza frown.

"You know, I probably shouldn't suggest this, but you could possibly scam someone into buying jewelry made of those crystals, and then make them explode." She suddenly blurted out.

Diamondhead cocked an eyebrow in confusion. "Erza, you sure your lack of magic power hasn't made you brain crazy?" He muttered as the two jumped out…

* * *

 **…**

Now with Wendy, Carla, and Ben, the children were running along. Wendy was carrying Carla in her arms as they ran. Ben in front of them using the Blue Waves to shoot the occasional rock that fell from the crumbling situation.

As they continued to run, it was then that Wendy tripped, throwing Carla into the back of Ben's head. The Omnitrix wielder then slipped on a pebble, making him fall onto his back next to Wendy. As the two held their heads in pain, Carla yelped as a large boulder was in front of their eyes.

"CRAPBASKETS!" They all yelled, only for a familiar voice to come in.

 _ **"** ** _Ir_ on Rock Wall!" **_Came Jura. Swiping his fingers, a yellow circle flickered, sparking cylinders of stone to purge off from the sides of the hallways that they were in. Intersecting with one another, they formed a ceiling above Ben and Wendy. Swooping them up in his arms, Jura smiled.

"Jura-san!" Wendy yelped.

"Hey, where were you during this entire time?" Ben then retorted. Jura chuckled weakly.

"I was…preoccupied. That blast I took for Natsu-dono and the others rendered me down for a while. It took some time for me to recover my magic." He answered.

Ben then apologized. "Ah, so that's what I heard at first. Sorry about that." Jura then shook his head. "Pay it no need. Now, let us escape." He then said.

Flickering another circle from his fingers, he broke through a nearby wall, jumping out of it soon afterwards with everyone else in tow…

And the parfum man made it out. That's all you need to know.

* * *

 **…**

And finally, with Natsu, Jellal, and Upchuck; the three were also getting prepared for their escape as well.

However, it was due to the amnesic mage and Dragon Slayer using all their magic that they were unable to move, plus Natsu getting motion sick again. Upchuck face palmed as he started to look for an exit.

"I can't believe you two… You use _all_ your power, so much that you can't even move anymore! For crap's sake…" Tapping his dial, Natsu and Jellal shielded their eyes for a moment.

In a flash, Upchuck was replaced with Gravattack, who lifted an arm. Green energy appeared around his hand, causing both Natsu and Jellal to float up. Immediately barfing, Gravattack sighed as he started to walk off with the two. Since Gravattack remembered that there was an exit nearby, it didn't take long for them to move out.

Of course, it was then that a beaten mage crowed out to them, causing Gravattack to throw them out towards the opening. To his surprise, Hoteye appeared, simply giving the Galilean a thumbs up as he sank into the earth with the two.

"Alright… You want more, don't you?" Gravattack then smirked as he turned around. A hurt Zero clutched his stomach, glaring at him with bloodshot eyes.

 _"I will destroy…everything!"_ He growled. Gravattack then began to laugh, walking up to Zero, who fell to his knees.

"You know, I was gonna leave you alone after Natsu beat you, but it looks like I can get my revenge actually…" He then tapped his dial, blinding Zero for a moment.

Now in Gravattack's place was a new alien. It had greenish-yellow skin and was shaped like an ogre. Wearing a black shirt, black and gray underpants, his prominent feature was a large grey helmet with armor around his upper torso. His helmet's crest resembled a toenail in a way, and had two horns on the sides. Five bars were on front, making the helmet resemble more like a cage.

A lock was on the middle, in which a pair of glowing green eyes were seen. Around his arms were chains, and connected from his underpants and armor were chains as well, sort of resembling overalls in a way.

The Omnitrix dial was on the helmet's extension that covered his chest, with two metallic green like bars protruding from it. The Fairy Tail emblem was located on his left shoulder.

 **"Toepick…!"** The alien muttered in a rough voice.

Zero stared at this form…in fear. He could feel something horrifying behind that cage, forcing him to move back.

"No…stay away! NO! STOP!" He pleaded.

As he stepped forward, the lock on his cage helmet became unlocked, with middle bar beginning to open. Horrifying, unholy…no, _agonizing wailing_ was heard as the faceplate started to open.

The words that could describe Zero's view were nonexistent. What he saw was Hell, just to make it soft. Words couldn't describe it. With just a moment of looking at Toepick's face, Zero's entire body lost its color, becoming white everywhere. Next, he started to scream like a little girl, but not while vomiting every so often.

As Toepick continued to torture Zero, the fallen mage's condition got worst, until he literally passed out, with foam appearing in his mouth. Toepick smirked, although we can't show that. Unless…you wanna go insane?

"Heh…" Toepick grumbled. Tapping his dial, he reverted to Echo Echo, and then vanished…

* * *

 **…**

Now outside, the groups started to gather up together, with Gray and Tenten arriving first. The ice mage sighed in relief, being glad that he was out of that mess.

"Free at last!" He cheered. Tenten folded his arms, but then noticed two figures coming out from a nearby smoke field. It was Erza and Diamondhead.

"Gray!" Erza called out. The ice mage smirked as he high fived her. Diamondhead and Tenten nodded at each other, each tapping their dials and reverting back to Echo Echos.

Anyhow, next was the parfum man, who was being carried by Humungousaur. "Eh, the guy tripped on a tiny pebble and knocked himself out. I had to eliminate the lacrima on my own…" He grumbled, letting Ichiya onto the cold, hard ground. He then tapped his dial, reverting back to Echo Echo.

"Me-Meeeeen…" He whimpered while still in his muscle form.

Erza and Gray then looked up, only to see Horologium crash onto Ichiya's head, making a large lump grow on it as he landed on the floor. His glass door then opened, revealing Lucy and Happy.

"I'm so dizzy…" The blonde held her head. "Feels like I'm gonna hurl…"

"Save it for the celebration Lucy!" Happy said, making the blonde sigh. She then turned to Horologium.

"Anyways, thanks for the save Horo!" She bowed slightly. "But how did you get here? I didn't…"

"I used my own magic power, that is. Since your own magic power has gotten stronger, it has allowed me to do so." He answered. Happy's ears perked.

"So, like Virgo and Loki when they do that too huh?" Happy noted.

"I can also cure bug bites, give oxygen to those lacking it, chapping of the skin, itchiness, and also _skinspots_." Horologium announced, making Lucy and Erza gawk.

"That's so useful!" The redhead said. The sounds of other footsteps then drew the attention of her and the others as Horologium vanished with a trace of yellow.

"Everyone!" Jura called out. Gray and Lucy cheered for him as Ben and Wendy came along. Wendy looked around. "Where's Natsu and Jellal?"

"Are they still inside? I don't see him." Ichiya looked around.

"Natsu!" Lucy cried out in worry. Gray started to wander his eyes around. "That crappy flame, getting caught up like that." He grumbled.

As Wendy and the others tried to call them out, Ben walked over to his other Echo Echos, tapping the Omnitrix and reverting back to a Sonorosian. "Do you think some of us died along the way?" Echo 1 asked.

"Probably. That, or they were in a position in which it was better to vanish rather than actually try to get out." Echo 2 shrugged. Echos 3 and 4 nodded in agreement.

"Naaaaaaaaaaaaaaatsu—Geh." Happy croaked. The floor from beneath his feet softened, but not before revealing Hoteye, who carried Natsu and Jellal in his arms.

"The love for one another saves the day! That's a _yes_!" Hoteye smiled. Everyone darted their eyes over, while the Echo's nodded.

"So, 1 of us was used to save the others, while I assume that…one did something else?" Echo 4 asked. The other Echos shrugged. A moment later, they remerged back together. Tapping his Omnitrix dial, the bright flash of green blinded everyone for a moment as Ben replaced him.

"Also got one attempting to help the others as well, oh... That's what I forgot…" Ben then mumbled. Turning back to the crowd, he then coughed. His ahoge zipped up.

"So, everyone's safe then!" Ben smiled. Gray folded his arms as he sighed. "Sheesh, had us all worried for a second man…" He then smiled in relief.

"Wait, why's Hoteye doing—" Carla tilted her head, only for Jura to glance towards her. "Do not worry. He is now a friend."

Wendy started to smile, with tears running down her cheeks. Ben smiled warmly as she let out all of her pent up stress. It was finally over; Nirvana was gone, and Cait Shelter was now safe from harm…

 **But…**

As the members of the alliance began to celebrate in their victory, it was then that Ben discovered something in the corner of his eye. Readying the Omnitrix on reflex, he quickly slammed the core, becoming Big Chill. The others noticed his transformation, but then understood why he was starting to get concerned.

As Ichiya tried to walk away to do his…business, an invisible wall blocked his path, making him whimper. "M-Meeen… What is this?!"

Jura then gasps, noticing that there were now runes on the floor. The other members started to notice as well, looking around for any traces of the crafter.

"Runes?! And even greater than Freed's…" Gray noted. "When did this happen?!" Carla panicked a little.

Natsu then growled as he stood up. "AW COME ON, WE JUST WENT THROUGH A DAMN BATTLE! SHOW YA SELVES YOU WEASELS!" He barked comically.

Big Chill narrowed his eyes as he phased into the ground. Wendy noticed this, wondering what he was being careful about. To answer her question, from afar, a massive amount of troops started to walk towards them, eventually cornering them from both sides.

"Wha?!" Natsu flickered his eyes back and forth. "Who the hell are these guys?!"

"MY CRAP'S GONNA LEAK OUT…!" Ichiya whimpered. A man in front then started to walk forward. He wore a blue and white uniform, with a white drape over his shoulders.

"I wish you no harm. All I want you all to do is stay in that square for a bit." He requested.

"Who are you?!" Happy croaked towards the glasses wearing man. The man tilted his glasses.

 _"_ … _Captain of the 4_ _th_ _Enforcement and Detention Corps, I am_ Lahar _of the…"_ He began, only to get interrupted by a chilling voice.

 _"Magic Council."_ Big Chill finished. Lahar flinched at the sight of the Necrofriggian floating right next to him. "So, you guys have finished your political stuff back from the Etherion incident huh?"

"What the?!" He backed up. Several soldiers held their weapons towards the moth-like alien. Big Chill then held a hand up in peace, making Lahar sigh as he postured himself.

"I believe that my name is irrelevant. Though I can see that the Council has had a new…wardrobe change." Big Chill then looked at Lahar's uniform. Flying back into the rune circles after becoming intangible, he landed next to Wendy, tapping the Omnitrix dial.

The brief flash blinded the soldiers, who then were surprised at the sight of Big Chill's identity being Ben. Lahar then sighed again as he tilted his glasses.

"Yes. The Council has had some changes. We've been reformed for the sake of upholding justice in a more proper manner. Any acts of evil are known to us." He explained.

"What do you mean by that?" Carla asked. "We didn't do nothing!" Happy stuttered. "Y-Y-Yeah!" Natsu stuttered as well, but with an obviously scared expression.

"Yes. That, I am aware of. What we're here for is to arrest the members of the Oración Seis. So, we request that you hand over that person, the one codenamed 'Hoteye', to us please." Lahar then stated.

"But wait!" Jura then tried to protest. Hoteye then placed on a hand on his shoulder, shaking his head. "No Jura, it is alright. Even though my soul has been readjusted to the line of goodwill, the fact that my past of crime exists is still relevant."

"I wish to use this opportunity to start anew, so when the time comes that when I meet my brother once more, I can look at him with a prideful pair of eyes, yes…" He explained. Jura looked at him for a moment, before conceding with an agreeing smile.

"If that's the case, then I shall search for your brother in your case." He offered, surprising Hoteye. Ben rubbed his chin in wonder. Hoteye's body style really _did_ remind him of someone.

"You will?" Jura then nodded. "Please, tell me his name." The earth mage then asked.

"His name…is Wally. Wally Buchanan!" He smiled. Team Natsu, excluding Ben, gave off looks off confused familiarity, before the image of the blocky man came into mind.

"WAIT, THAT BLOCKHEAD'S YOUR BROTHER?!" They all shouted out. Erza's eyes widen at the name of her friend, with Ben snapping his fingers in realization.

"Ah, so _that's_ why I was reminded of him…!" Ben nodded. Wendy rose an eyebrow. "What do you mean, Ben?" The Omnitrix wielder whispered into her ear, describing the familiar shaping of both Hoteye and Wally's bodies.

"Oh!" Wendy then nodded in understanding as well. Hoteye then looked down.

"Wally was the best brother that anyone could have. Even within our desolate home, where the environment was unforgiving… When I first tasted that homegrown potato, the memory of it engrained itself into my soul." He reminisced.

Erza then walked up to him, smiling. "Actually, I know that person myself." She then admitted, making him turn around in shock. "What?!"

Nodding, she continued. "Yes. He's a very dear friend of mine, and right now, he's currently traveling through the countryside alongside my other dearest friends." She smiled again.

The truth of his brother's condition led Hoteye to tears. Crying out in bliss and joy, he thanked the redhead for the news. After the emotional scene, he turned himself to the Rune Knights without protest. The rest of the alliance looked at him with sad smiles, as they knew he had a long way to go, but a happy one at that.

"LET ME GO TAKE A CRAP FOR GOD'S SAKE NOOOOOOOOW!" Ichiya begged. Returning back to his stern expression, Lahar turned back to the group.

"I'm sorry, but we can't do that just now." He then said, making everyone else present a stern expression as well. "True, we were here to arrest the Oración Seis, but…"

Looking at a certain blue haired man, Lahar glared at him. "Our true objective is to arrest the man who infiltrated the Council, almost destroyed its foundation, and fired Etherion!"

Erza and the others' eyes started to contracted as they looked in Jellal's direction. Ben glanced over to Wendy, who was almost starting to form tears in her eyes again.

"I believe there is such a person that fits that description, am I wrong?" He then tilted his glasses again. "I'm talking about you, Jellal."

Jellal walks up, only bringing his face up as he got closer. Lahar then gestured his hand. "Now then, come!" He ordered. "If you resist, then I have no choice than to use lethal force on you!"

Upon saying those words, the knights started to draw their weapons, each taking a stance. The alliance members started to back up slightly, protesting heavily against them regarding Jellal's condition.

Ben looked around at the angry and other emotional expressions, with his own eyes narrowing down for the situation.

 _'Now then, what should I do…'_ He mused. If he did something now, something big was probably going to happen, but what it is, well, you're gonna have to see in the next part…

* * *

Well, there we go people, another Oración Seis chapter is complete! I hope you liked it.

Regarding the reason why Waybig wasn't in this, it's because of what some of you guys said. Ben's powers can been seen as an extremely deadly force in the Fairy Tail Universe, essentially making him a one-man army.

But, even though I've said that, he will be appearing in another Arc. I think a certain review talked about some kind of Godzilla like fighting? That might be something good to use for.

Oh, and Sean Bruce, to answer your last question. I may have Laxus go with the big brother role as well, but more like the 'leave it to me to defend you from bullies' type of one. I kinda think that Loki and Laxus are somewhat…alike, I mean, regarding their appearances towards women, and how they may/may not attract them. Ultear's role will soon come into play as well.

Anyhow, that's all I wanted to say. Keep up the supporting of this story. Please rate/review this if you want, I love the ideas that you guys keep introducing, and I'm proud to see a thriving community within the review section.

So, with all that said and done, I'll see you all in the next part. Here comes the Oración Seis finale! Toodle~a~doo, swoobadoo! Cya!


	35. Sky Solace (Oración Seis Finale)

Heya everyone! Another chapter's here to see how you're doing! I'm in a bit of a good mood, so I was able to upload another chapter! Little fluffy and emotional stuff, but good stuff I guess.

 **Mbrad526:** I suppose I could say that time distortion occurred within the Null Void, but wouldn't that make Ben a different age as well? I mean, I get the age 15 part, as it was probably within a certain timeframe for it to happen, but three years _is_ a larger time span, even with or without the Null Void's influence. I also wanna have Wendy and Ben be the same age too!

 **Drago:** Yeah, I saw Kuro's videos on Ben 10, as well as Seth's…crappy (in my opinion) debunks. Regarding phantom/ghost type aliens, that really only occurs to Ectonurites, who literally possess their consciousness down to strands of DNA. Necrofriggians are more like sentient ice moths really.

 **Ultimatrix bearer:** I couldn't help but put Toepick in this chapter! I wanted Ben to get revenge, so what better way than to show Brain/Zero something that he so utterly would want to destroy, but couldn't due to fear? Mard Gear would seem like a good victim for Toepick too, lol.

 **Mega float guest:** I'm definitely thinking of that Yandere Wendy idea. Omakes are probably a good thing to add if they're original stories, but for things like Anime-Only episodes of Fairy Tail, or the OVAs, then those will be part of the main story.

Anyhow, that's all I wanted to say. Let's get to the story shall we? Let the finale of the Oración Seis begin!

And as always, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support their official releases, and happy reading to you all! We're nearly at 100k views, and the first few chapters have practically added to 40,000 views on their own! Thanks again everyone for reading!

* * *

 **Chapter 35:** _Sky Solace (_ _Oración Seis Finale)_

The Alliance watched as some of the Rune Knights placed cuffs around Jellal's wrists. The blue haired man, while allowing the process to occur without resistance, held a sorrow expression.

Wendy ran forward, with a bit of tears forming in her eyes. "Wait, please!" Jellal looked up and towards the young girl as she tried to call them out. "Please, don't… Jellal, he's lost his memories. He doesn't even remember that he did those things!"

"Wendy." Ben walked up to her, placing a hand on her shoulder. She darted her eyes over to the boy, who shook his head. "It's not going to work like that, not just because he lost his memories."

"Exactly. And by Clause 13 of the Criminal Code, such a thing does not provide the adequate amount of evidence needed to be condemned not guilty." Lahar added. He then sighed.

"Release them from the runes." He ordered. One soldier nodded, releasing the group from the runes. Wendy still insisted on protesting as she stepped forward. Her ahoge zipped back and forth as she did so.

"But still…!" Jellal then turned to her. "It's alright Wendy. I don't have any intention of resisting against them." Wendy then stood by as she watched him continue.

"…I may have not been able to remember you, but I want you to know this. I, am truly sorry for that." He bowed slightly. Carla then walked up next to her.

"According to what this girl said, long ago, she was saved by you." She noted. Jellal then smiled a bit.

"Is that so… Then I'm glad that I was able to help someone, despite all the disastrous damage that I may have caused." He then looked up, facing towards a certain redhead, who was looking down towards the ground.

"And Erza." He started. "Thanks, for everything."

The redhead was conflicted with what was happening in front of her. A sight that she wanted to see for so long, yet now, she was thinking so differently. The desire to see the man that she so wanted to free from his dark past, was now going to be sealed in darkness once again.

 _'Jellal… He's finally free from his nightmare… Yet, he's going to be sealed in darkness once again…'_ Erza gritted her teeth.

As Jellal drew closer to the carriage, several members glared at the soldiers. Wendy was now starting to cry, and once Lahar stated that he would be either executed or forced to live in isolation, some of the others gawked. By now, she had enough…she had to take action.

 _'I… Won't let you take hi—'_ She was going to rush towards them, but then…

"GET YO' BUTT BACK HERE JELLAL, YOU'RE COMING WITH US!" Natsu barked as he slugged two guards away.

Both Jellal and Erza gasped at the Dragon Slayer's bold move, causing Lahar to flinch, as well as some of the other members to turn their eyes to him in surprise.

"Idiot!" Gray yelled. "Those guys are from the Council for crap's sake!"

As Natsu tried to rush through, several of the guards tried to manhandle him, surrounding him and preventing him from moving around.

"Natsu-san…" Wendy mumbled. While she and Carla were staring with astonished faces, Ben face palmed. "This guy…"

"N-No…please, leave me be…" Jellal uttered. Lahar was now glaring at the Alliance.

"ARREST THEM ALL!" He ordered. The soldiers then started to rush towards Natsu. Knocking away the ones holding him, Natsu began to run towards his new foes, only for Gray to kick one of them away.

"Gray?" He blinked.

"Go, you damn flame brain!" The ice mage yelled. Lucy whimpered. "Not you too…"

"There's no stopping this guy once he made his mind, after all!" He retorted. "And after all, that guy helped to stop Nirvana, and you're not in the least bit grateful?!"

Jura then nodded as he cracked his knuckles. "That is true. To arrest a man for unjust reasons is not allowed in my book!"

"Meen! Erza-san will be saddened if he goes, so I shall help too!" Ichiya then stated, somehow finished taking his business while nobody was watching.

As the alliance continued to resist, one of the soldiers grabbed Wendy's arm, making Ben hiss as he aimed a Blue Wave at the man. "Just try it, old man…!"

The man backed away immediately. Ben was starting to get a little angry now; not just because Wendy was putting on a face he didn't like to see, but because the members were interfering with something like this.

 _'I swear, just because he helped us, it doesn't mean he's freed from his past actions!'_ He sighed. Prepping the Omnitrix, Wendy and Carla blinked as he quickly dialed in his selected alien. A moment later, he slammed the core, causing everyone to look over as Gutrot replaced him.

"For the love of petrified Atrocian dung, everyone settle down!" He screamed. Erza was going to do the same thing, but then looked at him in surprise.

"Ben?" Everyone stated.

Gutrot then looked at Lahar. "Regarding the actions of my fellow teammates, I apologize dearly for this. I'll be sure that they all receive a…punishment for this." He promised.

He then glanced at Erza, who slowly nodded. "For Jellal, please…take him." He then bowed slightly. Natsu then growled at Ben.

"Ben, what the—"

"SIT YOUR BEHIND DOWN!" He yelled, glaring with the infamous 'Erza look'. Natsu turned passive as he sat down. "Yes sir!"

As Jellal then started to walk towards the carriage, it was then that his eyes widened at another memory. Turning back to Erza, he smiled.

 _"Ah. I remember now. It was…the color of your hair, Erza."_ He stated. That one line triggered a memory from Erza's mind, making her go bug eyed.

 **"Fairwell… Erza Scarlet."**

* * *

 **...**

Sometime later, the Council drew apart from the Alliance. Gutrot pressed the Omnitrix dial on his face, making him flash and return to Ben. As he and the rest of the Alliance rested in another area, it was then that Happy got his attention.

"So…where'd Erza go to?" He asked, looking up towards the night sky. Lucy turned to him. "Let's just leave her alone for a bit, alright?"

Ben sat with Wendy, who was letting out the remaining tears left in her heart. Glancing at her face, he looked up to the sky as well.

 _'I suppose…after this, I'll tell her.'_ He decided. _'But for now…'_

Wendy was thinking about that last quote that Jellal made. The fact that he said was glad soothed her mind, but then she and Carla looked up towards a cliff side, where Erza sat.

Now standing up, the two started to walk to where she was. Ben tapped her shoulder, silently asking if he could come as well. Nodding, the three started to walk up the rocky terrain. As they approached the cliff side, they hid behind a fallen part of rock. Ben noticed that the sky's color was now turning to a brilliant scarlet as the morning sun started to come through.

 _'Well, isn't this ironic…'_ He grumbled in his mind.

However, it was then that the trio's attention turned back to Erza, who was now beginning to cry herself. Sniffling as she tried to wipe her tears away, Ben assumed that she was going through some of the more fond memories that she had of Jellal, from before his corruption at the Tower of Heaven.

Ben then smiled. "Let the tears come out Erza, so that the next time you meet with him, you can look at him with a straight look." He mumbled. Wendy heard this, and smiled a little too, despite a new wave of tears forming in her eyes as well.

And thus, another grand incident made its mark in history. The brilliant sky of scarlet would serve as the reminder for the battle that took place in the wood sea of Nirvana's fall…

* * *

 **...**

Hours later, now in the bright blue sky of day, the Alliance members ventured to Cait Shelter, home to Wendy and Carla. The team was recovering from their fight with the Oración Seis, with various members taking their time putting on new outfits. And naturally without saying…

"Why the hell am I here again for?!" Ben barked as he sat in a chair, tied by some rope. Wendy and Carla giggled at the sight.

Erza's semi-depressed state needed some form of cure, so Lucy decided that on a whim…that she could try dressing Ben up. To everyone's surprise, Erza was sparkly as heck, with her mood practically making a 180.

"Oh! What about this shirt Ben!?" Her eyes flickered as she brought over a…extravagantly designed shirt. The boy did a spit take at the sight.

"Why is the chest the only part that's uncovered?!" He yelled. "Are you sure that perverted side of yours isn't interfering with your sense of fashion?!"

Lucy and Sherry giggled at the sight as well, but the blonde then turned to Wendy. "By the way Wendy, you say that this guild is in wonderful business with its clothing design right? So, are these like Nirvit designs by any chance?"

"You know, now that I think of it…perhaps so." Wendy answered. Ben growled. "And why do male shirts have to be designed like that for?!" Unbeknownst to Erza, Ben started to untie himself.

She giggled once more. Wendy was now wearing a one piece dress. It was colored blue, light green, and yellow on the top, with an upper arrow design as the pattern. The rest of it was dark green, cross hatched like scales. Lucy and Sherry were also wearing Nirvit designed clothes as well.

"So, you never realized that the guild was composed of descendants of the Nirvits, huh?" Sherry then asked. The petite girl shrugged. "Well, Carla and I were the only ones that joined afterwards."

Sherry then blinked in curiosity. "Say, one more thing. When did Cait Shelter join up in the order of the Guilds anyways? I don't mean to sound rude or anything, but I've never heard of this guild up until now."

"Ah, same here." Lucy nodded in agreement. "I've never heard of it until now either."

"Ah...I guess it's because our guild might be one of the more obscure ones…" Wendy chuckled weakly while rubbing the back of her head. Her ahoge swirled around in embarrassment.

"Heh, not as crazy as Fairy Tail though." Ben lazily said as Erza tried to fit more clothes onto him. His own ahoge dropped lazily. Rolling his eyes, he finished untangling his ropes suddenly, and quickly jumped off the chair, slamming the Omnitrix core. Erza gasped comically as Buzzshock appeared, snickering as he zapped away and out of the room.

"Get back here!" Erza barked with joy in her voice. Wendy and the others chuckled as they followed them…

* * *

 **...**

Now outside, in the main crossway of Cait Shelter's village, the members of the alliance stood across from Cait Shelter's members. A short old man with a bushy white beard then spoke.

"Fairy Tail… Blue Pegasus… Lamia Scale… Wendy and Carla." He spoke. "You have all done well in defeating the Oración Seis, as well as stopping Nirvana as well."

"As a representative for the Guild's League, I, Robaul, congratulate you all." He stated. "Thank you all. Nabula!"

Ichiya then stood up in front, and a little uncomfortably albeit. "It was nothing, Master Robaul! Thou battle was not an easy one, but the bonds between the mighty Alliance's members… HAVE LED US TO VICTORY!"

"That's a _yes,_ Sensei!" The Trimen followed up. Ben face palmed, along with some of other members of Fairy Tail chuckling weakly.

"But, at least it's all over now." Sherry smiled. Jura then patted her and Lyon's shoulders. "Hey, you two did well yourselves. Be proud of what you've done!"

"Then it's time to PARTY!" Natsu then yelled. Ichiya and the Trimen started to dance, and were soon followed up by Natsu, Gray, and even Lucy. However, it was then that a silent guild made everyone quiet down. Ben wondered what was going on.

"Everyone. Regarding our origins to the Nirvit, we sincerely apologize for that." Robaul stated, looking down a little.

…

…

"Eh? That's what you wanted to say to kill the mood? Not like we don't mind ya know." Natsu yawned. Happy 'Ayed'.

"Yeah. It doesn't really matter to me either, Master." Wendy turned to Robaul. The old man glanced at her, and then back towards the Alliance group.

"…Everyone. What I am about to tell you, please, listen carefully." He requested. "To start…we are not the descendants of the Nirvit." Wendy blinked in confusion.

"Yes. We are not the descendants, but rather… We _are_ the Nirvits themselves!" Everyone was then surprised by what came out from his mouth. "400 years ago, Nirvana was born, and it was I who created it."

 _'Why is always 400 or around 400 years ago?'_ Ben rose an eyebrow, but not before noticing the confused and surprised looks on his allies' faces.

"400 years ago, in order to stop the war that was raging all across the world, I decided to create a magic that would invert light and darkness. The name of that magic, was Nirvana." He began.

"Nirvana itself became our country, and for quite a while, we did indeed maintain peace, but…" He then sighed.

"With the great power that Nirvana created, without fail, it of course gave creation to great force to go against it. For the purpose was to invert the two, it was Nirvana itself that got wrapped up in darkness. For it was to balance the change in people's hearts."

"People cannot be changed completely to the side of light without a consequence. Those who rise to light will come, but there will be those that rise to darkness as well."

"Right…like with Sherry and Hoteye." Gray noted.

Robaul nodded. "Yes. For those who were light, they became dark. It was vice versa. The light that we obtained was reflected back from Nirvana, in which in turn reflected back upon us instead."

"No…way." Wendy's eyes contracted in fear.

"To be honest, it was utter hell. So much violence and slaughtering, we killed each other…until there was no one left. And to such…it was me, the only one left that survived." He then looked up.

Ben could see the look on Wendy's face. She was devastated by the news. He couldn't blame her though. She was practically learning the entire origin of her guild, and its dark past as well. However, it was then that Robaul surprised even him.

"But…I guess, even that isn't right anymore." He sighed again.

"What…do you mean by that?" Ben narrowed his eyes.

"My physical body perished a long time ago. What you are seeing now is what you might call…" Robaul started.

"…A spectral form, right?" Ben then answered. Robaul nodded, with Wendy gasping even more.

"I am like a ghost of the past, who is trying to atone for his mistakes. I stayed in this area for 400 years, waiting for the opportunity for Nirvana to get destroyed."

"No… Please, no…" Wendy turned to him. Robaul smiled.

"And now…my role is over." He finished.

"What…what are you saying?" Wendy clenched her fists. Roubaul hummed as his body flickered. Then all of a sudden, the 'members' of Cait Shelter started to vanish.

"What?!" Carla darted her eyes around. "What's going on?!"

"Magna! Pepel!" Wendy cried out to two members who vanished away.

"What's happening? Why are they all disappearing?!" Hibiki blinked.

"NO! Stop, please! Everyone!" Wendy sobbed as they all smiled at her, continuing to vanish one by one. Robaul looked down in guilt.

"I'm sorry for deceiving you all these years, Wendy. All of the members, the ones here, were…illusions created by me and my magic." He admitted, pretty much kicking Wendy in the rib with those words.

"Illusions with their own personalities…?" Lyon uttered with disbelief.

"That must take incredible magic power to maintain all of those." Jura noted.

As the last members disappeared, Robaul exhaled, looking back towards the members. "Long ago, I lived here in this town. This place used to be ruins in its entirety during the time that I protected Nirvana." He began once more.

"Seven years ago, a blue headed boy came to this place." He then gave out, making Wendy gasp in remembrance. Robaul nodded at her remembering.

"Those fierce and honest eyes were ones that I couldn't refuse. Though I had promised myself long ago to remain here by myself, I couldn't help it." He hummed.

"And Wendy's look when she woke up, I didn't want a child that young to feel sad and abandoned, so I created this illusionary family." He nodded again.

"So this entire guild was created for Wendy?" Lucy held a hand to her mouth in astonishment.

"Stop! NO! I don't want to hear any more of this! Please, don't disappear on me too!" Wendy covered her ears in frustration, not wanting to admit that her family would soon disappear before her very eyes.

Ben looked at her with a sympathetic look. He was like that too, during his first moments after being dragged into the Null Void. He then looked back to Robaul.

"Wendy… Carla… You no longer are in need of a foster family." He then pointed at the two, no, the people behind them.

"You have real friends now, I believe. And also, something even more special with a certain _someone_." He then looked at Ben with a smug smile, making Ben and Wendy blush a little, despite the girl continuing to cry.

Erza would remember that.

Robaul's body then started to glow as he smiled at the two. Wendy and Carla gritted their teeth as they continued to cry out, listening to the last words of their Master.

 _"You two… Your future has only just begun!"_

As he started to vanish, Wendy and Carla cried out for him as they ran forward.

 _"Everyone… I thank you, truly…"_

Before Wendy could reach him however, his essence already vanished into the air, with the particles of his magical energy scattering into the clear sky. Everyone looked up as the last remaining member of the Nirvit passed onto the next plane.

 _"I leave Wendy and Carla in your hands now…"_

As she looked up, her Cait Shelter emblem started to vanish off, flickering into a sparkle of particles that joined up with Robaul's. Losing the strength in her legs, she fell to her knees, looking up to the sky. Ben walked up to her, crouching next to her while hugging her.

"MAAAAASTEEEEER!"

As Ben continued to comfort her, it was then that the alliance widened their eyes. Placing her hand on Wendy's shoulder, Ben turns to see Erza smiling sadly, as she knew the pain of losing such a person.

"The pain you feel today, you must bury it it…in the arms of your beloved friends. You will never forget them, but you must be sure that you are not trapped in the past, and continue to move forward. I'm sure he would want that." Erza spoke out to Wendy.

She turned around, with both her and Ben looking back at her. Their ahoges twirled around as Erza released a final quote.

 **"Come with us Wendy. To Fairy Tail."**

* * *

 **…**

The next day, after fully recovering from their fight with the Oración Seis, the Alliance group bid their teammates farewell. Ben noticed that quite a few new things were visible from the group, such as a certain doll mage and a certain wind mage having a pretty strange relation change, Ben would make sure to keep tabs on that. Lucy also gained Angel's three Zodiac keys: Gemini, Scorpio, and Aries. As she got acquainted with them, Ben apologized to Aries for what he did as Humungousaur.

Aries was very delighted to see Ben's human form, to which Virgo emphasized as she went through the gate to play with him. Aries _did_ tell Ben that Loki would be looking for revenge in a later time, so Ben gulped in a nervous imagination of being attacked in the middle of the night.

As Team Fairy Tail left the area with Carla and Wendy now in tow, they decided that it would be better to ride a ship, rather than ride a carriage all the way back to Magnolia. Now using this opportunity though, Erza tried to confront Ben and Wendy regarding their relationship with one another. Natsu actually enjoyed the trip for a bit, as Wendy casted Troia on him. Of course, it was only temporary, so he began to vomit again every so often. Much to Ben's annoyance, he didn't want to hear the damn Dragon Slayer snore after being put to sleep by Swampfire or Gutrot, soo…

"I just hope I can make this thing faster…" He grumbled. The others watched as he readied the Omnitrix. Wendy and Carla wondered what he was going to do, as most of the other members guessed what alien he was going to use.

With a push of the core, Ben flashed into Upgrade. He then told Erza to tell the captain of the ship that he would be upgrading it. Nodding at his order, it took her a minute or so to tell the captain, and surprisingly, he gave the okay.

Upgrade narrowed his eye in delight as he rubbed his palms together, jumping up and landing on the ships' deck, but not before merging with it. Wendy and Carla gave out a wondrous look of surprise as they watch the ship turn into an advanced piece of green and black tech.

And to their delight, and surprise, the ship pretty much blasted off into the distance. Upgrade's well, _upgrade_ made the ship go three times as fast, making the few hours trip go down to around only an hour or so.

As the upgraded ship began to arrive near Magnolia Town's harbor, to Wendy and Carla's confusion, the townspeople weren't really that surprised that a black and green ship was approaching the docks.

"Erza-san? Why aren't the people surprised by this?" Carla asked. The redhead smiled.

"Well, Ben has a tendency to travel around the area a lot. He has a bunch of forms that have an extremely fast rate of speed, or there's Upgrade, who can merge with any technology." Erza explained. Wendy hummed as her ahoge span with delight…

* * *

 **…**

A few minutes later, the passengers, including Team Fairy Tail, successfully disembarked from the ship. As they walked onto the harbor, Natsu came back to life.

"FREEDOM!" He yelled while swinging his arms wildly. Ben and Gray sighed.

Wendy and Carla were both looking around the area with happy faces. Ben smiled at the two as he walked with them.

"I was just as surprised as you two when I first came here." He admitted. Wendy then turned to him, shaking her head.

"Oh no. This isn't the first time I came here." She then told him, making the boy hum in curiosity. "I once came here to buy some gifts from some shops before."

"Oh? From where?" He then asked. The two were then discussing stuff for a bit regarding some of the shops, making the two yelp in coincidence.

"No wonder I felt like I was seeing someone familiar!" Wendy giggled. "What a coincidence that we blocked each other by opening the doors!"

The two were laughing with one another, with Gray and Erza watching. The redhead was a bit irritated that her 'younger' brother was in what looked like to be a relationship.

"He's too young… Dating should only be for those over 20 years old…" She mumbled, making Gray sweat drop as he witnessed the redhead biting on one of her fingernails.

"But, one thing's for certain…" He started, looking back at Ben and Wendy.

"They liiiiiiiike each other!" Happy finished, with the two of them snickering.

As the group continued to walk, it was then that they approached Fairy Tail's Guild Hall. Wendy and Carla awed at the size of it as they approached the entranceway…

* * *

 **...**

Now inside the Guild Hall, people cheered for the return of their brave mages. As Natsu and Gray settled in with some of the other members, Lucy reunited with Levy, the two sharing a friendly hug.

Ben walked with Wendy, carrying some of her luggage as he pointed to some of the parts of the guild. Erza approached Makarov, who welcomed them back. She explained the situation with Cait Shelter, and then turned back towards her.

"So, with all that said, I invited Wendy and Carla to join us in Fairy Tail, Master." Erza finished. Wendy bowed. "It's a pleasure, Master Makarov!"

By now, the rest of the members were now gawking at her. They commentated on her size and cute appearance, and they also compared Carla to Happy, much to the white cat's annoyance.

"Well, welcome back everyone!" Mira smiled. Makarov nodded as well. "Yes. That was fine work that you guys did. I reckon this area will be peaceful for quite some time now." He then stood up.

"And of course, I hereby welcome Wendy and Carla here with open arms! We all do!" He gave a goofy grin.

"I'm surprised that they survived though." Jet noted. Several other members nodded as well, but then…

"Crapbaskets." Ben laughed lazily as he quickly grabbed onto one of the support pillars. Wendy and Carla stared at him in confusion, but not before getting swept away by a torrent of water…or rather, tears.

"GRAY-SAMA! BEN-KUN! I'm so glad you're safe! Juvia was so worried!" Juvia cried out, heck, it was like a waterfall by now.

"GRAY, STOP YOUR GIRL, GOD DAMN!" A member begged. Gray gurgled as he floated by. "WHY ME FOR?!"

Makarov then shouted to Ben. "BEN, DO SOMETHING!" He ordered. The boy sighed as he reluctantly activated the Omnitrix. Quickly scrolling through the dial, he then slammed the core, becoming Water Hazard.

The Orishan landed in the tide pool of tears, but then placed his hands inside, using his nozzles to begin sucking the water at a fast rate. He then turned to Juvia.

"Juvia calm down! We're all safe, so please, stop crying!" He yelled. It took Juvia a minute to do so, but she did stop after a bit. The members of Fairy Tail were soaked to the bone for a bit, but not before Water Hazard absorbed all the moisture…

* * *

 **...**

A few minutes afterwards, the guild was back to normal. Natsu was telling tales of his fighting with Cobra, explaining how he fought Cubellios the flying snake, much to Elfman's disbelief.

While Ben was sitting with Wendy and Carla, he began his long due repair on the device that blew up at the beginning of the Oración Seis mission. While doing so, Mira approached the three, along with Macao and Wakaba.

"Hello! How do you do? My name is Mirajane." Mira introduced herself to Wendy and Carla. The blue head looked at her as if she was an idol.

"Look Carla! It's really her, the real Mirajane Strauss!" She was all giddy, making Ben laugh sarcastically with half circle eyes.

"I can assume that Carla uses the same magic as Happy, but what kind of magic do you use, Wendy?" The white head then asked.

"Why am I being compared to the damn blue cat for?!" Carla barked while swishing her tail around. Wendy giggled.

"I use Sky Magic. I'm the Sky Dragon Slayer!" She told her, making the whole crowd gasp in surprise.

 _'Did… Did I say something bad?'_ Wendy gulped nervously. Ben shook his head.

 _'Here it comes'_ He then smiled.

 _'They probably don't beli—'_ Wendy expression turned sad, but not before 'eeping' at everyone's roaring cheers!"

"Seriously?! Awesome!" Macao grinned. "Another Dragon Slayer!" Wakaba and a whole bunch of others cheered.

"The same as Natsu and Gajeel!" Reedus smiled.

"And the magic's so rare as well! I don't believe that a _single_ guild has **THREE** Dragon Slayers in their ranks!" Wakaba then jumped into the air joyously.

Wendy's frown then did a 180, turning into a bright smile. Ben did so as well, and then noticed a certain Iron Dragon Slayer looking from afar.

 _'Cat there…'_ Gajeel eyed Happy. _'Cat there too…'_ He then eyed Carla.

 _'WHY DON'T I HAVE A CAT TOO?! DAMN IT, I'M A DRAGON SLAYER AS WELL!'_ He pouted comically. Ben snickered, but then gulped as Gajeel glanced at him, making the boy immediately avert his gaze.

 _'…They said that Ben can turn into one right? …Maybe…'_ He thought. Ben could tell what he was thinking, and hoped that he didn't try to go for that idea, though his attention then went back to Makarov.

"Anyways~! Today's a day for wondrous celebration! This is a grand party to welcome Wendy and Carla to the Fairy Tail Family!" He announced, making everyone cheer as they rose a fist into the air.

Fairy Tail then turned to party mode! Everyone was starting to have a merry time. Music was playing, food was passed out, and people celebrated to their heart's content. Wendy and Carla watched as they compared the lively environment of Fairy Tail to that back at Cait Shelter.

"This guild sure is a fun place, isn't it Carla?" Wendy smiled. Carla folded her arms as she sat down. "It's a bit too rackety for my taste." She bluntly admitted.

As Ben drank a cup of juice, he then sensed someone glancing at him. Looking towards the second floor balcony, he spotted Mystogan from the corner of his eye. Smirking at him, the two merely exchanged looks, but at the same time, seemed to be asking questions. Mystogan nodded, making Ben smile as the masked mage then vanished…

Deciding that he should go now, Ben got up from the table he was sitting at, making Wendy and Carla blink.

"Where're you going, Ben?" Wendy asked. Ben nudged to the outside. "I gotta fix something that Natsu and the others broke."

Giggling, she got up. Carla did the same, flying onto Carla's head. "I'll go with you then." Ben blinked as well, with his ahoge turning to a question mark. "You sure? It's going to be quite a mess." Taking her nod as a yes, the three got up, and started to exit the guild…

* * *

 **...**

Now outside the guild, the sky was now a peaceful sunset. The sun was shining rays of light in the guild's direction, making the trio shield their eyes from the bright entity. As Wendy and Carla began to follow Ben, the Omnitrix wielder looked around town.

It wasn't that much time since the Fantasia Parade ended. The remaining scars from the Battle of Fairy Tail were pretty much healed up, and the town was as lively as it could be. As Wendy and Carla continued to admire the scenery as they followed Ben, they soon discovered that they were nearing the edge of town.

"Hey, where are we going Ben?" Carla rose an eyebrow. "We're not going out of town are we?"

Ben shook his head. "Er, no? I'm going to my place." He replied nonchalantly, making Wendy's face pop red.

"Y-Your place?! A-Ah, t-this is so sudden!" Wendy blurted while holding her cheeks, but while smiling a bit as well. You shameless girl! Immediately, Ben understood that he said his words in the wrong way, blushing cherry red as well. Both of their ahoges swirled as Ben swung his arms around in misunderstanding.

"N-No! That's not what I was trying to imply! The thing that they broke _was_ my place!" He corrected them, making Wendy stop in her tracks, before slumping over with steam coming out from her blushing face.

"O-Oh… Th…That makes more sense! Heh-eh-eh…" Wendy giggled nervously.

"And what do you mean by that?" Carla then asked again. As the three then approached near Ben's hideout, she and Wendy rose an eyebrow. "I don't see anything?"

"That's because I was trying to hide it away from those guys, but they still managed to break in…" Ben then sighed as he pressed his hand on the sensing brick, revealing the pathway to them both.

As they gulped, the duo followed Ben into the seemingly…no, it wasn't even an empty space anymore.

"This is… Oh." Carla then sighed. "I can see why you wanted to do so."

Wendy flinched at the wreckage. Ben sighed. "See, I told you that it would be a mess. Well, not to worry though."

"Eh?" The two girls then said as Ben prepared the Omnitrix. Pressing the core down after a few seconds, a brief flash of green forced them to cover their eyes, before gasping at Clockwork.

"A robot!" Wendy's eyes flickered. Clockwork sweat dropped.

"Well, not exactly… _*ahem*_ Anyways, just give me a moment…" He then turned back to the wreckage. The two watched in wonder as Clockwork then aimed his palms down towards the ground.

2 green beams then shot out from his palms, wrapping the entire floor in a green aura. Wendy and Carla watched in disbelief as the floor started to seemingly repair itself, nullifying all the damage that Erza previously did. After several more seconds, the platform that crashed down lifted back up, with the elevator returning to normal.

"Woah…" They both uttered as Clockwork panted a little. "Ben?"

"Geh… I'm okay." He then tapped the Omnitrix dial, reverting back to Ben. "Time reversal as Clockwork takes quite a bit of stamina."

' _What can't this guy do?'_ Carla rolled her eyes as Ben walked forward.

 _ **"** ** _A_ uthorize Access: Tennyson 12." **_Ben commanded. He then glanced back. **_"Initiate New Identity Scan."_** Both commands activated some beeps, before he turning back to Wendy and Carla.

"Well, I trust you two not to destroy anything, so you're free to come anytime you want." He then gave a thumbs up. "Just hold still for a moment."

A green laser then came out, tagging both of the girls. A moment later, another beep of confirmation was heard. Two screens then popped up in front of them.

"Go ahead an input your name into the system. That way, it won't try to attack you like it did for Natsu and the others like last time." He explained.

The girls looked at their screens with a strange look. They weren't too used to technology, but it didn't take them long to input their names, since Ben implemented the language of this universe into the system. Even though the Omnitrix provided the wearer with a Universal Translation function, reading was still an issue.

After a minute or so, both of them clicked the confirmation button, making the screens vanish. "Done!" They both said.

Another beep was then heard. **_"IDs: "Wendy Marvell" and "Carla" are now registered into security identification."_** The AI spoke out. They then followed Ben towards the elevator. After going inside, they rode it down for a few seconds, before arriving at Ben's inner quarters.

Opening the door, Ben introduced them to the space. "It's not that big, but it's alright." He shrugged. Carla didn't think otherwise.

" _'Not that big'_ is an overstatement!" The cat growled. "What're you keeping down here, some kind of alien weaponry or something so that no one can hide it? Are you some kind of minimalist or something?!"

To their surprise, Ben nodded. "Well, as a matter of fact, yeah." He answered while ruffling his hair. Carla wasn't exactly expecting that kind of answer to be told nonchalantly. And to her and Wendy's surprise, once he opened the left doorway, their jaws dropped.

"Well, you asked if I kept alien tech. So, here it is." He gestured over. Both of them looked at him in confusion. "…What?"

"You…what are you, some kind of alien or something?! Did you come from another world?!" The cat was now starting to harass him with questions.

"Oh. Did I not tell you guys? I'm from another dimension." Ben answered while folding his arms behind his head.

"EH?" The girls just dropped from the sudden news. Ben sweat dropped. The duo would have a lot to learn about their friend, but for now, let's let this topic lay to rest. A lot has happened, so let's give everyone a good rest for now…

* * *

And there you have it folks, the Oración Seis Arc is now complete! I hope you had a blast reading this! I sure had a blast writing this.

And sorry to you a certain guest, but I have bamboozled you! Uploading another chapter has proven your theory as null, ho ho ho!

And for another guest, regarding that Lemon story. I am _very_ tempted to try doing such a thing, but I'm not exactly sure that the feedback will be delightful, since it's you know, a loli and a shota doing H-things. I don't think it's exactly appropriate towards the audience to make two kids have sex. This is rated T for a reason (even though I did say that it may or may not change)!

Anyhow, this is all I wanted to say for the rest of the Oración Seis Arc. A ship has sailed, and I hope it can travel far and wide with everyone's guidance!

And as always, please rate/review this story. I like the ideas and feedback that all of you guys provide, and I like it when a thriving community is present in one of my own stories, it's a wonderful thing to see.

So, with all that said and done, I'll see you all in the next Arc, the Daphne Arc! See you all later! Umu!


	36. Move-ins and Shenanigans! (OVA 1)

Okay, I said that it was going to be the Daphne Arc, but I totally forgot about OVA 1, so this comes first!

So, welcome back to the Null Fairy! We have a special one-shot featuring the story of **OVA 1: Welcome to Fairy Hills!** Let's go over some of the crap that y'all said.

 **Honeybadger894:** If I had to say, the Lizardmen that Daphne create are more like minions, and don't have much of a specific kind of advance intellect, so they wouldn't have their DNA registered within the Omnitrix in my opinion. I need to watch the Arc again to see if it can be squeezed into a one-parter.

 **Guest:** A crossover with different types of timelines is an interesting topic, but I'm sort of conflicted with introducing _this_ Ben with alternate realities, since I feel that he'll be reminded of his own universe. I don't want to dwell on that right now, or at least, not at the moment. Nice suggestion though.

 **Mbad256:** Dimensions may be a different thing, but I'm a bit conflicted with it. The Omnitrix is able to synch with the Primus through space and time, which I can assume that means that time differences between different places (ie. The Null Void and The Fairy Tail Universe) are synched together. Kinda confused, feel free for your or someone else to elaborate on this crap.

 **Sean Bruce:** Depending on the Arc filter, I may be able to implement some of those "What ifs", like the **Grass is Always Greener on the Other Side**. Yeah, I'm still thinking about that RWBY idea, but I kinda want to wait for the new volume to come in first before I do anything. Irene's condition could possibly be affected by the Omnitrix, but I'm not sure about Mavis, since it's that accursed Black Magic. That GMG idea is also pretty cutsy as well!

 **Reader:** Yea, I remember that cold-affected episode. I like the idea of Ben's aliens being reflected with his conditions, gives me some ideas for what some sickness abilities/disabilities can be given to some of the aliens.

 **Issaiah:** I didn't really have Kevin plan in coming into the story, but some of the other ideas are pretty good, like the circus idea or Ben fighting Erza.

Anyhow, that's all I wanted to say. Man, this is my longest chapter yet! So, let's get it all on shall we? OVA 1, here we go!

And as always, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and once again, happy reading to every single one of you! We broke the 100k view marker! 12k Words in this chapter!

* * *

 **Chapter 36:** _Move-ins and Shenanigans! (OVA 1)_

"Explain, both of you… _Now._ " Erza commanded with an utterly terrifying…well, more of an absolute tone. Ben and Wendy huddled together in fear of the redhead, who was giving them the most sincere, but dangerous of smiles. Their ahoges twitched back in forth, representing their fear in another clear way…

Let's back track a little…

In case you guys were wondering, the three were now outside Ben's hideout, right outside of the hidden entrance way. Fairy Tail's celebration for Wendy's and Carla's membership into the guild was one of the most joyous of times, especially after completing a deadly mission.

However, there in lied the question that everyone was wondering back then: Where were their two new members at? Not to say that her presence was small due to her well, small size; but no one even noticed that the two even left, and to some other women's attention, a certain green eyed boy as well. With new information well in hand, Erza had already started to get in with her imaginative daydreaming of the two. The fact that she was so fixated on society rights regarding things like dating and such, it was very clear to some of the other members present near.

 _'She's thinking of something lewd, isn't she?'_ Levy let out a Cheshire smile. She knew of Erza's delusional productivity, so it didn't take much for her to assume what she was thinking when the redhead's entire face turned to the same scarlet color.

 _'She's on top of him, and then he's going to…h-how SHAMELESS!'_ Erza went silly-eyed upon swinging her face back and forth, while placing her palms on her red cheeks as well.

By the time that the other members started to notice, it was already nearing early morning. Fairy Tail did indeed party hard, so time tended to pass rather quickly. Even the Titania couldn't help but be influenced by such a thing, but now… Now that her brotherly figure was in a suspected relationship, she had all of her attention focused on finding the two, while trying to get her rather sensitive thoughts out of her noggin.

Juvia was also in notice of the recent events, and decided to take a more…secretive approach to this. She would take her actions aside after Erza had found the two, but let's save that method for later…

* * *

 **…**

Flashing to her Flight Armor set, Erza had begun her rather quick run to Ben's place. If he was gone for this long, she could assume that Ben was probably back at his lab, tinkering with some kind of invention of his, or sleeping. She hoped for the latter. Wendy had just arrived at Magnolia Town too, so she didn't really have a place to crash.

Erza was going to introduce her to the Fairy Hills Dorms, but since she never had a chance to offer her the deal, she had a pretty good guess to where she was.

"Benjamin Tennyson… You and I are gonna have a long talk…" The redhead muttered as she dashed to the edge of town. She remembered which brick was used, and quickly held a palm on it, making it reveal the entrance way a few seconds later.

Reverting back to her normal attire, she walked into the single pathway. She then flashed a red circle, taking out a blue lance. Stabbing it into the ground, a blue circle flickered as layers of ice began to freeze the vicinity. Erza didn't want the trouble of wanting to deal with a system that Ben developed for her.

After the entire system froze up, she flashed that weapon away, and summoned the sword that paired up with her Heart Kreuz set, cutting down into the floor. A small hole was then made, allowing the swordswoman to jump down. She then took the time to notice how deep and wide this passageway was. She wondered how long it took Ben to complete this entire facility, and she could assume that he did it in a short time, because he would regularly take missions to pay for his shenanigan-al inventions that he would test on Natsu, Gray, and occasionally Happy.

Her thought bubble then popped as she landed on the floor, using a wave of magic to soften the landing. Looking forward, the entranceway stood in front of her. Erza gulped, as she didn't want to assume the worst if she opened the way. Shaking her head, she just went with it, gently opening the pathway. Peeking into the doorway, she looked to her left, her eyes widening slightly at the sight of Carla examining Ben's collection of alien tech, albeit, just looking.

 _'Please…'_ She begged in her mind as she then closed her eyes, hesitating to look towards the right. Sweating a little, she opened her right eye half-heartily, only for her face to fluster at what she was now looking at.

"Tee-hee…" Wendy giggled as she stroked Ben's head. Much to Erza's surprise, the boy was completely sound asleep, and Wendy was giving her a…a…

 _'A LAP PILLOW?!'_ The redhead screamed internally. _'That's only for the most intimate of couples! That's stage 7!'_ She held her mouth to prevent herself from making any noise. To who's question was it that Carla didn't notice the redhead freaking out behind her.

It was bad enough that she was already giving him a lap pillow, but the thing was, it was on his _bed_ of all things! _'How shameless could you get?!'_ coursed through Erza's naïve mind as Wendy continued to smile down on her marked partner.

"His face is so cute…" Wendy then said. Ben snored a little, though both of the girls thought the sound was adorable though. As Ben continued to do his little act, Carla suddenly felt a familiar, yet suspicious feeling radiating off from the other side.

Turning around, she gawked at the sight of Erza staring into the scene like a hawk. _"Erza-san?!"_ She whispered with a surprised tone. The redhead quickly put a finger to her lips, ordering her to shush. Carla then peeked into the room, her eyes popping out at a scene that she was immediately reminded of.

"W-Wendy!" The cat covered her mouth in shock. Wendy's eyes were like they were before during the Nirvana incident; dilated, blank, and most of all, was accompanied by an eerie smile with a blushing face.

While continuing to stroke his hair, Wendy started to bend her face down to his, her eyes aiming for his lips. Both Carla and Erza turned a little red at the bold action.

"Mhmmph…" Ben moaned as he tried to change his posture. His shoulder started to warm up a bit, making the boy try to attempt to squirm around. However, when his body learned that he was unable to, his eyes started to twitch, beginning to open up a few moments later.

"Uuurg… huh?" He blinked a few times, only for his eye lids to shut open at the sight of a certain blue headed girl's face right in front of his. His face immediately went cherry red as Wendy's lips started to get closer and closer, and it was already very close to begin with.

"W-Wend—" His eyes widened just as her lips almost reached contact with his, but…

 **"—NOOOOOO!"** Erza finally snapped, slamming the door open. Wendy's eyes snapped back into place as she and Ben flinched, both looking towards Erza, who was utterly red.

 **"What the hell do you two think you're doing?!"** She pointed a finger at them. Blinking, the two then turned back to each other, in which it was then that the two noticed that they were millimeters apart from another kiss.

Wendy's lips skimmed Ben's, but not before shooting her face back up. It was then that the Omnitrix Wielder noticed that he was currently laying on her lap, making the two flicker around the room. Erza's eye twitched as she immediately grabbed the two of them with one arm swoop.

"Eh." Ben squeaked with dot eyes as Erza quickly dashed away with him and Wendy. Carla shook her head in confusion as she watched the redhead drag them back to the surface, soon sprouting her Aera wings to follow them…

* * *

 **…**

Now, the present comes back.

After Erza crashed out from Ben's hideout using her Giant Armor Set, which was a dark yellow-ish barbaric looking set, she let her grip on the two kids go, making them 'eep' as they land on their behinds. She then flashed back to her normal attire, staring at them with her infamous glare.

"Now then… I believe I owe myself an explanation?!" The redhead grinned menacingly. Wendy squeaked as Ben gulped, with some beads of sweat starting to go down his face.

"N-Now wait a minute Erza, that wasn't really happ—" The boy stuttered, only to get cut off.

"Explain, both of you… _Now._ " She then uttered, terrifying the two as they huddled together in fear. Ben then glanced over, wondering if there were any escape paths.

"Um… Er…" Wendy then tried to say. Erza darted her eyes to her, making the girl flinch. She then waited for the girl to explain herself, although it would take a long time to explain the situation…

* * *

 **…**

"So, this… "Mark", do Natsu and Gajeel know about it?" Erza gestured an arm as she walked with Ben and Wendy. Carla was carrying the boy, who had a few lumps on his head. Erza was also carrying Wendy's luggage, from which the redhead got from Ben's place.

"W-Why me…" He mumbled in pain. The white cat sighed as she followed the blue and red heads back towards the guild. Wendy was fidgeting her fingers.

"I would assume that their foster parents taught them. I wouldn't blame them if they forgot about it though." The girl answered. Erza was now satisfied with the information she now had.

She had learned a few things. One was that a "mark" basically meant that a Dragon Slayer was labeling someone as their mate. That would explain Wendy's otherwise strange, yet affectionate behavior for Ben when was trying to get into him.

The other was that it would apply to both male and female Dragon Slayers. The thought of a love-struck Natsu and Gajeel made her shiver. However, one thing still kind of bothered her. She looked up to the sky, squinting.

 _'Why do I have the strangest feeling that Mira is already aware of their new relationship…?'_ She thought as they arrived near the Guild Hall's entranceway. Several passerby shuddered in fear as they watched Ben's wrecked body getting carried by Carla. By then, the dense atmosphere was cleared up, but Erza couldn't help think that she forgot about a certain someone…

* * *

 **…**

"Ah… Which job should I pick now~?" Lucy hummed as she bended over. She was at the Request Board, looking at several job requests with Nab. Letting her eyes wander around for a bit, she then noticed a piece of paper with somewhat sloppy writing.

"Eh? What's this?" She then narrowed her eyes down to it. "Females only… Need help in finding something… And there won't be a reward for this either?!" She then looked at Nab. "What kind of thing is this?"

"Probably a prank. They sometimes come in, usually from some of the local brats and whatnot." The tanned man shrugged. "Look, there aren't even any basic designs on it."

It was true. It looked more a like a note for someone to read, rather than an actual job request sheet. Lucy then frown. "Well, if someone was going to prank a request, then why didn't they put like an absurd amount of cash as an award?"

"That's pretty evil, Lucy." Nab folded his arms. Lucy pouted. "More like thinking with a bit of common sense." It was then that Mira came up to them, holding a bulky book with the records of all the jobs that Fairy Tail had.

"Well, it _is_ strange." She admitted. "There's no record of that form at all. And to be honest, I'm a bit bothered with its position on the board."

"Mira." They both called out to her. The whitehead then continued.

"The name of the employer isn't given, but the job's location is stated." She then told the two. "According to this, the job's location is actually at our own female dormitory, Fairy Hills."

"Fairy Hills… Why do I have a feeling that it's a place that I _really_ should know about?" Lucy grumbled. Mira giggled. "Anyways, do you mind taking some time to investigate this, Lucy?"

The blonde nodded. Taking the form off its pin, she looked at the description. The handwriting wasn't a child's, that for sure. It resembled an elderly woman's style of writing to be honest. As she started to exit the guild, Plue randomly appeared from the Gate, walking with her. She didn't notice the trio that walked pass her as she began to go towards Fairy Hills…

* * *

 **…**

A few moments after Lucy left, Erza and the others arrived within the Guild Hall's doorway. Mira sighed as she closed the record book shut, asking a nearby member to go return it back to its shelf. It was then that her inner shipping sense flickered, causing her to immediately shift her attention to Erza and company.

"Oh Errrrzaaaaaaaa!" Mira called out to the redhead. She then noticed Ben and the others. "Ara, is this what I think it is?!"

Erza sighed. "I assume that you have an idea of what's happened." Mira giggled. "Well sure! I noticed the two leaving together, and I just knew that Ben was going to do something special for her!"

Carla rolled her eyes. "The people here at Fairy Tail really are crazy." Ben groaned as she let him down.

"I'm going to plan a lot of stuff for him to do!" Mira clapped her hands together in joy. Erza then raised an eyebrow. "I thought that week thing ended a while ago?"

"Nope, what defines a week is an actual week's worth of commanding!" Mira corrected. Somehow Ben shuddered, despite being unconscious. Walking over to him, Mira took a feather out, tickling his nose with it.

"Ah… Ah… AH!" He sneezed, but not before somehow activating the Omnitrix, randomly going through the scroll out for a second and slamming the dial in quick succession.

Everyone shielded their eyes as a new form revealed itself. Having a rodentoid body, he wore a black jumpsuit that had green and grey accents. Two ears stuck out from his suit, and he wore white gloves. Having a large blonde mustache and beaver-like teeth, he also had green eyes. The Omnitrix dial was worn on his chest, with the Fairy Tail emblem on his shoulder.

"Pray tell, why is it that **Mole-Stache** is the chosen alien out of all the other maneuverable aliens that could've been brought forth in his place?" Mole-Stache sighed, speaking in a gentleman manner. His tone was very surprising to all the girls as he looked at himself.

"Anyhow… Mira, I was planning on letting Wendy and Carla move into the Fairy Hills dormitory." Erza then turned to the whitehead. Mira nodded. "That's a pretty good idea! We can't let our lovebirds here sleep together, now can we?" She then looked at the two with a shit-eating grin, much to Wendy's embarrassment.

Mole-Stache sighed. "And I assume that you are going to use that reward from the Miss Fairy Tail Contest? Assuming that the weeklong award isn't counted for just a week, but a week's worth of time itself?" The rodentoid confirmed her previous acclaim. Mira giggled, which answered everything for him.

" _*Sigh*_ Very well then. Pray tell then, Erza my good sir. May I request the change in clothing first for the both of us then?" He then gestured to himself and Wendy. "We had not been able to change in a more suitable attire thanks to your…shenanigans."

Erza glared at the mole alien for a second, but then sighed. "Go ahead then. But I'm going to be choosing what to wear." She then grinned at the two.

Mole-Stache shuddered. "Then we shall make this endeavor very swift then I hope." He muttered as he tapped the Omnitrix dial. Everyone shielded their eyes for a brief moment, before witnessing XLR8 take Mole-Stache's place.

"Well, let's go!" He then said as his visor went down. Grabbing Wendy and Erza, he quickly dashed out of the Guild Hall, leaving Carla and Mira in his dust, well, not literally.

"Sheesh, is there anything he _can't_ do?" Carla groaned. Mira giggled. "We ask that question every day!"

* * *

 **…**

Ben had regretted letting Erza choose his clothing.

He was used to living in Magnolia, but he wasn't _that_ used to all of the shops, especially the clothing ones. He wasn't prepared for Erza's knowledge of the latest forms of fashion, making XLR8 stop in front of a couple stores that he wasn't familiar with.

As the Kineceleran reverted back to Ben, the redhead took the two kids into a store, which was covered from the outside, preventing most window shoppers from seeing what was actually inside.

"Woooah…!" Wendy's eyes sparkled.

"Geh." Ben flinched a little.

The shop was…glamorous to say the least. Clothes and fabrics of all colors and designs were present, which looked pretty darn good to the Dragon Slayer. Ben wasn't much of a fashion person to be honest, and duly noted by some of the members of Fairy Tail. There was a reason why he was nicknamed the "Null Fairy".

"Can I choose some stuff for myself, Erza-san?" Wendy turned her eyes to the redhead. Erza knew that it was more of a punishment for Ben, so she gave the okay in the form of a thumbs up.

As Wendy dashed away in a blur of blue, the redhead then turned back to Ben, who started to sweat a little as she gave him a snarky grin.

"Celestialsapiens, please don't harm me too much…" He closed his eyes as he waited for the inevitable. Erza then grabbed him, dragging him into a secluded room. The shop owner was perfectly fine with this, not even bringing an eye up as Erza started to gather a horde of different sets of clothing…

The words to describe Ben's embarrassment levels, as well as Wendy's guilty pleasure levels were defined as…in _saiyan_. After going through more than 50 sets, and that was because that's when Ben stopped counting, Erza finally settled on an outfit.

"I believe this is perfect." Erza held a proud stance as she stood back. Ben sighed, relieved that she was finally finished. Turning to face a mirror, he opened his eyes.

He was now wearing a butler's outfit that had green accents **(Imagine Hayate's outfit on him)**. Wearing a dark green tie, Ben covered his face in embarrassment, hoping to hide his shame away from the two girls. Wendy was in absolute delight, as with Erza. In fact, the shopkeeper agreed with his new appearance so much, that Ben was going to get the outfit for free; the reason being, "So you can please your girl!".

"Can we please get out of here…?" Ben asked with a muffled voice, but then letting his arms down to look back at Wendy. By now, the blue haired girl had finished picking out some outfits, and had changed into one herself.

Now wearing a sleeveless, blue green one piece dress, there were patterns of white were sewn across the chest area, along with a single white stripe on the bottom rim. Her hair was now made into twin tails, in which Ben actually was really attracted to for some reason.

The two then noticed that they were checking each other out, causing them to avert their gazes. Erza then noticed this, and with a slightly uncomfortable twitching in her face, she took them out of the shop, but not before paying for Wendy's outfits. They would serve as a welcoming gift to the guild.

Now outside the place and back into the heart of town, Erza instructed the two to follow her, but of course, Ben was carrying all of Wendy and Carla's luggage. It wasn't much, and it wasn't too little either. A moderately sized suitcase, as well as an umbrella and a duffle bag. Heaping them onto his shoulders, he noticed Happy flying towards them.

"Ah, where's Carla?" The blue cat asked as he landed on Ben's head. Ben blinked twice. "And what's with the butler outfit?"

"I'll…tell you later. We were going to pick up Carla and head out to the Fairy Hills Dorm." The butler boy revealed. Happy then looked straight. "Then onward! I'll help Carla with anything!"

"Even though she pretty much sees you as a dumb male." Ben turned his head while smiling sarcastically. Happy sighed with despair in his voice, with Wendy chuckling weakly in response.

As the four returned back to the Guild Hall, they noticed that none of the male members, except for Max who was maintaining the gift shop, were absent. Erza then remembered.

"Oh. If I recall, the guys are helping to repair the guild hall and clean the pool." She recalled. Ben shuddered a little. "Water. Easily some of the creepiest places to get stuck in."

Approaching the guild hall's doorway, Carla walked out, with Happy hopping off Ben's head and bowing towards the white furry creature. Once again, Carla huffed as she turned her face away, making Happy cry out in defeat. Erza then hassled the others to get moving.

"So, where is this place anyways?" Carla asked Erza. The redhead smiled, pointing to the area left of them.

"It's westward from here. It's a few minutes away by walking, and it's a perfect place with a wondrous view of the ocean." She explained as she started to walk towards said place's path. The others began to follow her in conjunction.

"Is there any difference between that place and Lucy's?" Ben then questioned with curiosity. "Because I have a feeling that she would be more aligned to move here instead."

Erza shrugged. "Actually, it's more expensive to live here instead. The monthly rent is 100,000 jewels." Wendy's jaw then dropped.

"Maybe I should stay with Be—" She tried to murmur that, but not before feeling dagger stares being launched into her back, causing her to stand up. "Nevermind!"

Carla sighed. "There's no shortcut into the real world, young lady." Both Ben and Wendy groaned at that statement.

As the group continued to walk and chatter for a few more minutes, they eventually reached a slight hill, in which a single, but fairly large building stood. Flowing grass surrounded the place, along with some simple decorative bushes. A few evergreens were placed near it as well. In front of the building was a signpost displaying the words, _"FAIRY HILLS"_. Also, there was…

"Lucy-san?" Wendy tilted her head in confusion. Said blonde turned around, revealing to everyone a rather…revealing cat-like outfit.

"Wendy! Carla! And…Ben, Happy and Erza?" She then blinked at the last three. Ben was making sure to avert his gaze.

"I barely recognize you in that." Wendy noted honestly as she looked at the blonde. Erza was having a strange thought in her mind. A vacant memory was…lingering, but she couldn't point the right part out.

"I have to commend you to wearing that of all things. You must be pretty brave to go around walking like that." Carla assumed the worst, being responded with a harsh head shaking.

"No! I'm…not exactly wearing this cause I want to…" She averted her gaze while chuckling, but then turned back to the group. "Anyways, why are you guys here for?"

"Carla and I were planning on moving into the dorm today." Wendy responded. Happy then ran to Carla. "And I'm helping!"

Lucy cocked an eyebrow. "Happy… You and Ben are guys, are you not? This _is_ a girl's dorm, so you can't exactly come in."

"I'm a cat though, not a boy!" Happy shrugged with confidence. Ben then got a light bulb in his head as he tried to activate the Omnitrix, only to get the same glare at his back.

"A-Aye sir…" He puffed his cheeks with a nervous sound. Erza then opened the doorway.

"Well, since you're here Lucy, why don't I give you a look around the place? Ben, Happy, go show Wendy and Carla their room. It's on the second floor, the one in the corner." She then ordered, prompting the two males to follow Wendy and Carla into the building.

"Wait. That means you've been here before, Happy?" Lucy then gleamed a suspicious look at the blue cat.

"Aye. Cuz I'm a cat." He retorted. Ben sighed, not completely sure if he wanted to learn the reasoning behind the cat's logic…

* * *

 **…**

Now inside the dormitory, Ben was actually quite surprised with how clean the lobby was, with how rowdy Fairy Tail was as a whole.

It was a nice room to say the least. A moderately long hall was outfitted with a wooden floor. A few windows were aligned with blue curtains, in which sunlight glazed through onto the walls. A small chandelier hung from the ceiling, with what seemed to be powered by light lacrimas. The front end of the room contained the receptionist's desk, which was accompanied by a small lamp. Across from it was a brown couch, as well as a brown sofa, both whom were paired with a small pillow. A moderately long table was presented, with a green and white carpet underneath.

A staircase was also present, leading to a nearby basement, and another one that led upstairs. Ben assumed that there were probably some knowledgeable content in the basement, so he reminded himself to go down there after he took care of the things presented.

"So clean!" Lucy was a bit surprised. Wendy and Carla both nodded in agreement, with Ben raising an eyebrow.

 _'I… I should probably clean my place when I get back.'_ He noted himself. It was actually quite a while since he cleaned his place. Heck, to be honest, cramped was an understatement to the space he occupied.

Erza noticed his expression, mentally making a note reminding her to do something else in the later time. Moving her gaze back to Lucy, the blonde sheepishly 'nyah-ed'.

"Hm…" The redhead hummed. "It suits you!" She then said as she flashed, dressing up in a blue and white cat-suit.

"What." Ben's eye twitched. Wendy's mouth was slightly agape with how nonchalant the change was.

 _'How bold…!'_ The Dragon Slayer shouted in her mind.

Erza then coughed, turning back to Ben. "Ben, since Lucy here is with us, how about you split into two, so you can explore the place with us while helping Wendy and Carla?"

The boy sighed a bit before nodding. "Okay…" Putting down their stuff, Ben readied the Omnitrix. Scrolling for Echo Echo's hologram for a second, the Omnitrix wielder slammed the core down, covering the room in a green light for a split second.

However, in Echo Echo's place was instead Ditto, who blinked twice as he looked at himself, before frowning.

"I said Echo Echo, not Ditto! Stupid watch…" He grumbled, but not before dodging a bear hug from Erza. The redhead clicked her tongue from her failed action as Ditto made a copy of himself.

"Calm down, Erza." Both Ditto's said. Turning their Omnitrix dials, a small beep was heard before they tapped them, replacing them with two identical copies of Ben.

Wendy was baffled to say the least. Carla was visibly stunned, but didn't show it on her face. Ben 1 turned back to the duo, carrying their bags.

"Well, time to go." He said, prompting the others to follow him. After they left, Ben 2, Lucy, and Erza were the only ones that were left.

"I'll never understand how that thing works…" Lucy shook her head, referring to the Omnitrix. Ben 2 shrugged, but then proceeded to follow Erza with Lucy…

* * *

 **…**

The trio were now following Happy, who led them upstairs. A long green and white carpet was draped down on the floor. The three looked around as Happy directed them to Wendy and Carla's room.

"So, how long have you been in Magnolia Town, Ben?" Wendy asked. Ben hummed as he tried to remember.

"If I'm correct, I've been here for…since before that Guild War with Phantom, right Happy?" He then tried to confirm with the blue cat.

"Aye!" He raised a paw in response.

"Phantom… Fairy Tail was in a war with them, right? What was the reason for it?" Carla then folded her arms. Ben then chuckled weakly.

"You might wanna ask Lucy for that." Happy said as he continued to walk. The two girls looked at the cat with strange expressions, but decided to take his word for it, as they were approaching the corner room that Erza was talking about.

"And here we are!" As Wendy opened the door, the rest of the group witnessed the interior.

"Quite the room." Ben remarked as he placed the girls' luggage down.

The floor of said room was made of a wooden material, much like everywhere else in the dormitory. A small couch was laid on one side of the room, accompanied by a small table. In one of the corners was a single bed. It had a black wooden frame, with a white mattress. A blue blanket was resting on top, along with a white pillow. Next to it was a smaller bed, which was obviously meant for Carla. The walls were painted a in a nice white color.

Along with that, the middle of the room featured a large brown carpet, a few bookshelves against the walls, followed up by some drawers. A study table was located at another corner, which had a lamp next to it. A single window was located a fair distance from the bed, welcoming a gracious amount of sunlight.

And, to Wendy and Carla's delight, was a door that led to a private bathroom. It was decorated with a bluish-tint tile floor, along with a sink and toilet. A shower door separated the room, in which the inside was colored with white-ish yellow tiles.

"Well, time to unpack. Shoo." Carla then flicked her arm towards Ben, making the boy shrug as he left the room.

"I'll help you guys unpa—" Happy tried to say, only to get pulled away by Ben, who then closed the door. Wendy giggled as Carla sighed in relief.

"Never thought you would be that perverted." Ben gave the cat a look of disappointment. Happy croaked with shock as they then waited for the girls to unpack, trying to deny his otherwise shameless intentions…

* * *

 **…**

A few minutes later, the door opened again, with Wendy and Carla exiting the room.

"I'm so glad that our room gets a whole lot of sunlight!" The blue haired girl noted with a smile.

The boys nodded, with Happy starting to walk off yet again. The others then blinked at the cat, wondering where he was going.

"Where are we going know?" Ben asked. Happy responded as he continued to walk. "Since we have the time, I'll be showing you guys around the dorm!"

Cocking an eyebrow, Ben and the others followed the cat for a bit, until they reached a room with a large shower door. Sliding it to the side, Happy gestured to the inside, which was actually a large bathing area.

"This here is the large bathing area!" He announced. Wendy and Ben were quite surprised, looking around the place in awe.

"An actual bath…" Ben hummed. "Haven't had one of those in a while."

"Really?" Carla was curious. "You've been showering this entire time only?"

Ben nodded. Happy then coughed. "Anyways. Even though your room comes with a shower, if you want to take a bath, you can use this place to do so!"

After the group continued to examine the place a little longer, they eventually left, following Happy to the basement floor. Inside, a large archive of books were present. While not as big as the one in the guild, it was still impressive in its own right.

"The basement area is the archive room. There's a few floors worth of books, in which students may use. The documents and books are pretty interesting if you ask me." The cat explained.

"Pretty knowledgeable for someone who doesn't live here." Carla joked.

"That's because I'm a cat, and because I come here often." Happy replied in a casual tone, making Ben face palm again…

* * *

 **…**

With the other group, Erza knocked on a door. A few moments later, a familiar voice okay-ed them to come in, prompting the redhead to open up.

"This place is Levy's room." Erza explained. The wild haired girl smiled at the trio.

"Ah! Lu-chan, Ben! You guys came over to play?" The blue head hugged Lucy while patting the Omnitrix wielder's head.

"This is quite the…mess." He said once the pats stopped. Looking around, the place was flooded with books. The entire space was filled with bookshelves, and even then, there were books lingering on desks, on the floor, everywhere…

"That's a lot of books! Did you really read all of them?" Lucy blinked. Levy smirked.

"Indeed I have! But, I've been getting rid of them to replace with new ones. Half of them were given out to do so." Levy answered with her tongue sticking out in a silly fashion.

"When she does do that, I occasionally come by to get some of the books that she doesn't want anymore." Erza then said as she examined some of the shelves.

Levy then went close Ben's ear. "She really likes the ones with naughty content…" She grinned deviously, causing Ben to do so as well.

"No wonder why they were in her room. Erza, you ecchi gi—" Ben tried to cover a laugh, but then…

"GYAAAAA~~!" Levy was then sucker punched away by a flying gauntlet, causing the blue head to fly out of the room and into a wall, face first.

Ben shrieked as he turned back to Erza, who grinned evilly as she grabbed him and Lucy. As they started to walk away, the two looked back at Levy with sympathetic looks.

 _'Sorry, Levy/Levy-chan…'_ The two were then dragged by Erza to their next destination, leaving a mock murder scene behind them…

* * *

 **…**

A few moments later, Erza and the others arrived in Bisca's room. It was filled to the brim with nature, and when I mean by that; animals. Lots and lots of them.

"Ah, Erza-san! You brought Ben and Lucy with you?" The cowgirl mage said as she stroked the mane of a horse, much to Ben and Lucy's surprise.

"That's a horse…right?" She turned to Ben. The boy nodded in confusion as well.

"There's also ostriches, camels, birds, a cow, and others as well!" The green head then smiled in delight as she started to name off her companions.

"Well, even though pets aren't supposed to be allowed, since she has this many, we've decided to allow this to pass by." Erza admitted. Ben chuckled.

"She's also got elephants and pandas. Talk about diversity…" He stated, chuckling weakly as some lions started to mess with Lucy. Bisca rubbed the back of her head sheepishly.

"Thanks again for allowing this…" She giggled. Lucy squirmed. "How can you watch over this many?!"

Ben struggled to pull the felines off Lucy as Erza left the room, almost getting bitten himself…but they did get away, even with some slight mishaps…

* * *

 **…**

Recovering for a bit, the trio then moved on to another room, in which the blonde and brown head prayed was more normal than Bisca's. Knocking on the door, this time, it was Juvia who answered.

She wore a simple light blue blouse with dark accents. The water mage looked at the two women, folding her arms.

"Yes? What do you want with Ju—AH! Ben-kun!" She lowered her eyes to see Ben, quickly grabbing him in a bear hug while lifting him up. She smiled as the others watched.

"J-Juvia…!" The boy struggled to breathe as he was locked in Juvia's arms. While he was trying to squirm out, Juvia turns back to the others.

"So, what's up?" The water mage returned to her question.

"Lucy's here to check the dorms out." Erza gestured to the cat blonde. Said blonde looked around her room, eyeing the royal lookout of the place.

Finally able to breathe after Juvia released her death hug, Ben and the others examined Juvia's room. The floor was covered by a blue fabric like material, with the walls being a yellowish white color. Ben chuckled weakly at her continued fixation of Gray, notably sighted by the portraits of said ice mage, as well as a Gray plushy that rested on her bed. In the middle of her room was a green couch, as well as a white table and circular orange and white carpet.

There were also a few heart shaped pillows laying around, along with a few bookshelves that were next to a window.

As Juvia poured the three of them tea, Erza hummed a delightful noise.

"This tea is very nice." She noted. Juvia then nodded in agreement.

"Yes! That's because it was called something-gray!" She shamelessly admitted, much to Ben's chagrin.

"And there she goes ag… HOT!" Lucy then stood up, covering her mouth.

"Ara, I think I accidently swapped your tea for some hot soup…!" Juvia snickered, earning her a flick to the forehead from Ben.

"Bad. Bad Juvia." Ben scolded the water mage. Juvia whimpered in response.

Resting for a moment while discussing with one another, the trio eventually bid her farewell as they left her room, but not before Juvia encased Ben in another longing bear hug, much to his embarrassment…

* * *

 **…**

The moment that Lucy opened the door to Laki's room, before Ben could look inside, he was immediately moved away by Erza. Lucy shuddered from the sight of what was inside, causing Erza to gently close it.

"Er…what was inside there?" He dare asked. Erza deemed him too young to witness, even if he was already experienced with stuff from the Null Void.

"Hush…my sweet summer child." Erza tapped his forehead, making the boy look at the redhead in confusion as he rubbed said affected area.

The next area that they visited was that of Evergreen's. Much to their expectation, the place was filled with statues and sculpts of humans. It reminded Ben of some sort of…Greek-like display, but he decided not to dwell on that subject, as the display of flowers reminded him of a certain evil-plant like creature.

He shuddered a little at the thought of it as he went along with Lucy and Erza. The red head was smiling, with Ben and Lucy wondering why. As they continued to walk on for a little, even going up to the upper floors, Ben soon found out why.

"And this…is my room." She then opened a door, welcoming the two to her quarters again. Ben winced a little at the memory of being forced to cross-dress, but it was soon replaced with joy as she opened another door.

"This is…" Lucy gawked at the sight.

"Umu." Erza responded. Ben couldn't believe his eyes.

On the other side of this door were rooms and rooms of armors belonging to Erza. Ben could see that there were at least dozens of different armor sets. However, it then confused him, so he turned to the red head.

"Wait, your magic stores armor right?" Ben asked with a confused expression. Erza turned to him, nodding in response to his question.

"Yes, but even I have a limit to what I can store in my pocket space." She admitted. "My rooms contain the sets that I don't normally use, or that I can't fit. Five rooms in total." She explained.

"And how much does it cost for just _one_ room?" Ben could tell that Lucy was a bit hesitant in asking that question.

"100,000 jewels per month for one room." Erza responded nonchalantly, making Lucy fall down in shock.

"F-Five hundred thousand jewels then per month for you?! How do you manage that?!" Lucy then barked, or hissed in this case.

"Well I'm not an S-Class for nothing." Erza remarked about herself with a prideful smirk. She then took one of the armor sets, and…

"She's putting it on…" Ben started.

"NORMALLY!" Lucy finished. Erza was beginning to put on a shin guard, but then started to get irritated, and quite quickly at that.

 _ **"** ** _R_ e-quip!" **_She lost her patience, surrounding herself in a yellow glow of light, summoning a colossal armor set that resembled more of a mecha. It carried a twin sided scythe, and was heavy, duly noted as it started to pressure the ground greatly.

Ben was probably having the most enjoyable time of his life during his time in this universe, besides his time with Wendy of course. Activating the Omnitrix, Lucy watched as a familiar green flash blinded her and Erza for a second, as Ben was replaced by Upgrade.

"Erza, can I? Pleaaaaaaaase?!" He begged. The redhead thought about it for a moment, before sighing. Smiling, she got out of the set, wearing only a chest plate and pants, with a white undershirt.

Upgrade lunged towards the titan like armor, splattering his gelatinous form against it as he began to merge with it. It grew a bit larger, and now had the distinct green and black patterning on it. The weapon it carried merged with the armor, allowing it to gain twin mounted wrist lasers, and vulcan machine guns on its shoulders. Thrusters were on its hips, back, and sides of its legs. Along with that, two laser swords were latched onto its hips. Upgrade's eye then appeared on the head portion, along with the Omnitrix dial.

"Woah." Was all Lucy could say. Erza was equally impressed.

As time passed, the three continued to view Erza's other armors, with the girls enjoying Ben's reactions to them once he upgraded them. After a while, Erza and the others stopped to relax.

"Say, Lucy." She started. "Later on, we were going to have a welcoming party for Wendy and Carla. We're going to go swimming by the beach."

"Ah… I didn't bring my swimsuit, and I was hoping to explore the place a bit more." Lucy politely refused. The red head didn't take any offence to that, smiling in response.

"And I suppose I'm not going to have any say in my opinion…?" Ben pouted. Erza giggled.

"Mira pretty much gave me control over you, so yes, you're coming with us." Erza decided.

"But I don't have a swimsuit either just like Lu—" He then tried to protest, only for Erza to shush him with a finger to the mouth, and a devious smile.

"Oh, I'll take care of the swimsuit problem." She offered, much to Ben's worry as he started to sweat a little.

Ben would later remember this incident as something he promised to get Erza back for.

* * *

 **…**

Back with Ben 1, this Ben suddenly felt goosebumps.

"Uuurk…" He shivered. Wendy and the others looked back at him as they began walking back down towards the lobby.

"Ben? What's wrong?" She asked. Ben shook his head, but not before the Omnitrix's face plate flashed red.

"Crapbaskets." He muttered. His body flashed red as he morphed back into Ditto. Quickly grabbing onto a door knob, his body started to get pulled by some kind of assonating force.

"Craaaaaaap!" Ditto 2 suddenly yelled as he started to fly towards Ditto 1, only this time, Erza was bear hugging him with complete success.

"Erza-san?!" Wendy barked, albeit a bit surprising to herself again. As Ditto 2 flew closer, he uttered words that made Ditto 1 gasp.

"We're gonna be wearing swimsuuuuuuuits!" He yelled, merging back with Ditto 1. Erza released her hold, landing in front of the crowd. The Omnitrix flashed red again, replacing Ditto with Ben.

"So… Something about a swimsuit?" Ben sighed. Erza smiled.

"We're going to have a welcome party for Wendy and Carla. And there's no way out for you!" The redhead promised, much to Ben's surprise once she flashed a red circle, bringing out pair of black swim trunks with green accents.

"Eh." He uttered, still not fully comprehending what was just happening in front of him. The same went for Wendy and the others as well, but the situation was soon explained with more clarity, though that would take some time itself to explain…

* * *

 **…**

And as promised later, the girls of the dorm, along with a reluctant Ben plus Happy, were now on the local beach's' grounds. Ben was forced to wear the swim trunks that Erza provided. Said redhead wore a simple black two-piece set bikini, while Wendy wore a blue and dark blue striped swimsuit. She also tied her hair into a pony tail.

Bisca, Laki, and Levy were playing in the water while Evergreen, Erza, and Wendy were relaxing on floats. Juvia was slightly embarrassed, due to her confusion of being in water despite _being_ a water mage, and the fact that she wasn't used to exposing her body.

"Juvia is always mentioning this to everyone, but is there a need for Juvia to swim? I'm a water mage, it doesn't do anything for Juvia…" She tried to protest her complain.

Erza smiled as she floated on a banana float. "Now now, don't say such things Juvia. Doesn't the water feel nice?"

"Water is where the world's dangerous creatures are born in…" Ben murmured. His voice bubbled, as his face was partially submerged within the liquid grounds.

"Mind elaborating on that for us?" Wendy was a bit curious, now that the mood was right. Ben looked at her with a slightly hesitant expression, but then sighed as he floated onto his back.

"Well, back in my dimension, there was this huge creature that resided in a lake." He started. He then glanced at everyone.

"Say, you guys have all heard of the legend of the Kraken, right?" He then suddenly asked, getting a few confused nods from some of the girls. He then continued his retelling.

"Like I was saying. There was this huge creature, as big as a giant ship. It had four webbed feet, with two giant tentacles that came out of its mouth! With shining blue eyes and razor sharp teeth, it looked like something out of myth and lore." Ben made some hand signs to exaggerate his story.

"And? Did you encounter this creature?" Erza then asked. Ben nodded. "Oh, I definitely did. I actually helped protected its eggs!"

"It was a mother?" Evergreen then floated over, now interested in the story telling. Ben nodded again.

"It resided in a large lake like I said before, where a bunch of evil poachers tried to steal them. I fought against those guys as Ripjaws with the Kraken, and we helped save her eggs!" He explained with a smile on his face.

Wendy shuddered at the thought of a creature that big, especially if you were trying to fight against it. What frightened her even more was that out of nowhere, Ben drew an exact picture of what he describe, freaking out her and Evergreen.

Erza then noticed something on Ben's back. "Say, Ben?" She then spoke out, making the boy turn around. "What's that mark on your back?"

Ben then blinked. "Oh, that." He then tried to look behind himself. Wendy floated next to him on her ring, placing her hand on his back.

"It's an old scar that I got a while back. People said that it resembles New Jersey. It's a…place back in my universe." He explained.

As he answered the girl's question, Wendy actually started to pout a little. "I didn't want to point this out, by why is your skin so smooth? It's like a girl's!"

The Omnitrix wielder was a bit embarrassed to say that. "It's true! It's not too pale, yet it's not tanned either!" Evergreen then noted. "His hair is also perfect!"

Carla sighed at the sight. "Wizards sure are weird people." She noted. Happy served as a cat butler, serving her a drink…

* * *

 **…**

After the girls stopped messing around with Ben's apparently perfect skin tone and body, the group decided to play a round of beach volleyball in pairs of four.

"LEFT!" Ditto 1 barked as he landed, calling out the ball which was going out to the outer left boundaries. Ditto 2 responded by diving for it, knocking it back into the air with his wrists. He did a roll to regain his balance and shorten his recovery time from his landing on the sand.

"Over here!" Ditto 4 yelled to Ditto 3. The Splixson copy smirked as he set the ball into the air, with the ball just a few inches away from the net. Ditto 4 then did a surprisingly high jump, shocking the enemy team.

The opposing team was composed of Evergreen, Levy, Laki, and Bisca, while Juvia served as the referee. Just for your information of course!

"Two blockers!" Levy ordered. Evergreen and Bisca responded by quickly dashing to the front line, jumping up in synch while attempting to block with their arms.

Ditto 4 then grinned as he lightly tapped the ball, performing a feint attack that went above their hands, much to Evergreen's annoyance as she looked back. Laki tried to dive for it, but was a bit off, allowing the ball to land on the ground.

"And that's game! Fifteen to thirteen, winner is Team Ditto!" Juvia announced with the blasting of a whistle.

"All right!" The Dittos all clapped their hands together. The Omnitrix dial then flashed red, causing all of them to merge back together, before exposing another flash of red, replacing him with Ben.

Wendy clapped in response. "Nice game, everyone!" She yelled out. Evergreen kicked some sand up in irritation.

"I see he's also competitive." Carla noted. Erza giggled as she folded her arms. The trio then noticed Happy walking over, facing everyone.

"Okay everyone! We're going to start _that_ now!" He then announced, causing all the girls to look over. Ben and Wendy blinked in wonder as they followed them.

Moving over to a bench, the girls and Ben sat down, with a screen next to them that was powered by a lacrima. Happy had somehow changed into a suit in an instant as he sat with a toy hammer, as if he were a court judge.

"It's time for our traditional event: **Fooling Around in Love**!" He started. Ben rose an eyebrow, particularly because he was actually interested now that the girls, excluding Wendy, were clapping with excitement surging off from them.

"Gray-sama!" Juvia called out immediately, making the cat retort in response.

"Let's wait for the topic of the day first." Erza then said. Happy then readjusted his bowtie.

"So, today's topic is… _"Who in Fairy Tail would you not mind having as your boyfriend?"_ , let's go!" The cat hammered his space, causing the screen to flicker said words on its surface.

Both Ben and Wendy froze in place, but they managed to keep a straight face from Erza.

"Gray-sa—"

"We already know that, Juvia." Happy retorted again. "And besides, that's too boring!"

"Someone who's like a statue and loves flowers then!" Evergreen suggested. Juvia then frowned a little. "Is there someone like that?"

"How about you, Erza?" Happy then turned to the redhead.

"None."

 _'It's probably Jellal.'_ Ben looked at Erza with a lazy expression.

"Hmm… How about Levy then?!" The cat then grinned at the wild haired girl. "Rumor has it that you're in a love triangle with Jet and Droy!"

"As if! Relationships between team members are forbidden anyways!" Levy denied immediately. Ben gave her a slight snicker.

 _'I can probably guess who it is.'_ Wendy watched the boy snicker. She would remind herself to ask him later on who Levy was interested in.

"Looove triangle…" Juvia muttered with a dangerous look. Ben and Wendy backed up a little from the water mage.

"A fight for love it is then!" Evergreen's glasses flickered in response to her daydream like vision. Laki did the same, but…

"And when you're all fighting, all the blood that's splattered around will be…! Oooh la la~!" She suddenly said, making the kids gasp in worry.

 _'So that's why they blocked her room off from me.'_ He gulped in realization. Laki was one more of the…stranger kind of members within Fairy Tail, as Ben soon found out. He decided not to go further into that as the activity went on.

"Speaking of love between teammates, I've been thinking about some people for a while." Levy then spoke, making everyone turn to her.

"What? Who is it?" Bisca asked with an anticipating look. Levy then grinned.

"Well, don't you think that Natsu and Erza are pretty suspicious?" Erza then blinked in confusion. "She's even bathed together with him before from what I've heard!"

"Well, she's bathed with Gray before too." Ben intervened, shocking all of the other girls.

"If you bathe with people, does it mean you like them then?" The red head then asked, genuinely curious about the subject at hand. Juvia drooled at the thought of bathing with her beloved, causing Happy to whack her head with his hammer, much to Ben's appreciation.

"Get that naughty thought of your head!" The cat ordered. While he was doing that, Erza turned to Bisca.

"Say Bisca, how're you doing with Alzack?" She asked. Bisca blushed red at the instant she said his name.

 _"Erza-san, that's a secret!"_ Bisca whispered. Ben and Levy then turned to her.

"But everyone in the guild knows about that already." They then said, causing Bisca to bury her face in her hands. Erza apologized, offering Bisca to hit her in retaliation.

"I'll do that for you then…" Ben then flicked Erza's forehead, causing her to whimper as well for a second. Happy chortled, and then caused the screen to flash.

"Now, how about Lucy then?" He then showed an image of the blonde. That got the girls raveling this time. Wendy wasn't too sure herself, as she wasn't that used to being with the blonde to predict something as important as that.

So, to find more effectiveness, she turned to Ben, who himself was rubbing his chin in thought.

"Natsu…? No, it could be Loki as well…" He murmured. Wendy wondered why he suggested the latter, as he was a spirit. Could humans actually get together with Celestial Spirits? Questions for a later time.

"Lu-chan said that Hibiki of Blue Pegasus was pretty nice to her." Levy then revealed. Ben then growled.

"Yeah, the same guy that taught her a one-shot killing spell that took out one of the me's." He called out, causing Erza and Wendy to giggle in remembrance.

As the party continued on, unbeknownst to them, a certain blonde was trying to find a lost object in the dormitory. Enlisting the help of a certain maid Spirit however, would of course lead to unexpected events. However, by the time that the girls, plus a dragged Ben returned, said damage was perfectly repaired.

Well, to the best it could. No one's perfect.

* * *

 **…**

"NO! NO NO NO, I am NOT getting in there!" Ben exclaimed sharply.

Juvia, and to a point, Erza, were trying to do the unthinkable now. Wendy watched in horror as the two mages tried to drag him into the bathing area with them.

The green eyed boy desperately hung to the walls that led to said area, with Wendy trying to pull him away from the two sisterly figures. The other girls watched in delight as they got to their own business.

"Come on, Ben-kun! A little sisterly bonding!" Juvia insisted, with Ben immediately turning his head to bark back.

"As if! I don't wanna get labeled as a pervert!" He proclaimed. Unfortunately for him and Wendy, the strength of the two were monstrous to say the least. He could barely hold onto the thread of life that was in front of him. Now desperate, he turned to face Wendy.

"Wendy! Activate the Omnitrix for me, please!" He pleaded. The Dragon Slayer blinked, turning her gaze to face the device on the boy's wrist.

Hesitating for a moment, she slowly grasped the Omnitrix, feeling around the area until she pressed the dials. Shocking her as the core popped out like a jack-in-the-box, the hologram of Humungousaur appeared. As she was about to push it down, Ben suddenly shook his head.

"No, not Humungousaur, that'll destroy the—HEY! Quit tugging on my trunks!—Choose another alien!" He quickly said, turning back to hiss at whoever tried to strip him.

Gulping, she tried to remember how Ben did it. "Uhm, he turned the thing like this…right?"

Slowly turning the dial right, Humungousaur's hologram vanished, replacing it with an alien she never saw before. As Ben's grip was about to lose its mark, the boy begged the girl to just go for it, causing Wendy to slam the core down.

"Ack!" Both Erza and Juvia, plus Wendy and the rest of the girls covered their eyes from the green flash. Darting pass Wendy's face was a figure that then splattered itself against the opposing wall.

"Ow…" Goop grunted. Wendy turned around, only to shiver a little at a topple of green that laid around everywhere. The force from the girls' release on him caused inertia to launch him forward. It was a bit surprising how much of an impact it caused from that.

Quickly reconstituting himself, Goop flinched, but not before flying away due to his Anti-Gravity Projector. The sword mage and water mage blinked in surprise, before clicking their tongues.

"Next time…" Juvia promised. Wendy would then promise with all her power to protect Ben the next time a scenario like this occurred…

* * *

 **…**

 **"Yes!"** Lucy cried out in relief. She was now carrying a small box, which had little decorations all over it. Hopping down from her footstool, she extended a fist into the air.

It was now night time. Lucy was currently located next to a large tree that was next to the dorm. After searching through a 'dark place', she finally stumbled upon what she was looking for.

"Old lady, I found the thing you're looking for!" Lucy then tried to call out. "Old lady! Old laaaaaaaady!"

From the back exit, Erza, Wendy, and Ben came out. They wondered who was yelling at a time like this, only to find Lucy in front of them.

"Lucy?" Erza called out to the blonde. "What's with all the noise?"

"Ah, Erza! Do you know where the dormitory mother is?" Lucy then asked her. Erza responded with a strange expression, much to the kids' curiosity.

"Eh? Who?" Erza was bit flabbergasted by her question.

"I think her name was Hilda. She told me to find something for her." She answered as she waved her cat paw-like hand. The name shocked Erza even more.

"Grandma… Hilda? What do you mean by that?" This time, Lucy responded with a confused expression.

"Well, nothing much, she just told me to find this secret thing and give it to her." She then held the box up to the three. Erza was starting to get more confused as the conversation went on.

"Wait, what are you talking about? That can't be true!" She then yelled, making Ben and Wendy step back. Erza then held her arm, with her entire body now a little shaky.

"Grandma Hilda… Lucy, she pasted away… _6_ years ago." Erza then told the blonde with a grim expression, shocking everyone.

"W-Wait. What, then how? You're kidding, because I could've sworn…" Lucy stuttered with a newfound headache. Ben then turned to Erza.

"What do you mean by that, Erza-san?" Wendy then asked. Erza sighed, but then looked towards the blue head.

"Six years ago, when she was returning back from Shirotsuma, the carriage that she was riding on…fell off a cliff." She explained. "She pasted away for sure. If what you say is true, then what's in the box?"

Lucy then looked down at said object. "She asked me to find this!"

"Eh? What's inside?" Erza then told her to open it up. Setting it down on the ground, everyone gathered around the blonde as she unlocked the box. As she opened it…

"Woah…" Wendy gazed upon the golden sight with awe.

"This is…" Ben was a bit surprised. Erza's eyes then widened in realization as she covered her face.

"Real…jewelry." Erza uttered with disbelief. Everyone then looked at her in question.

"Erza?" Lucy spoke to the red head. Erza then breathed in. "Grandma Hilda was a tough woman. Always spirited, and abusive with her words."

"Sounds like your typical nagging grandma then." Ben replied with a snort. Wendy flicked his forehead in response.

"Yes, but she always put the dorm girls as her number one priority." Erza then smiled. "She would always give us worried expressions when we went on missions, and would always say, _"Quit being a wizard"_."

"Ah, she said the same thing to me!" Lucy remembered.

"It was her favorite saying, after all." Erza confirmed. "But back then, I couldn't see if those were her actual feelings."

"So, what happened then?" Ben asked. Erza closed her eyes as she began to remember.

"One day, Grandma Hilda brought every one of the dorm girls a piece of jewelry. Though not real jewelry mind you, but despite being toys, everyone was happy to get one." Erza started. "And to be honest, it was the first time that she ever gave us something like that."

"However, there was one piece that was missing." Erza then smiled sadly. Wendy then gasped. "You mean…"

"Umu. She was quite flustered with the fact, which made everyone else pretty uneasy as well." She then looked up to the sky. "And a certain foolish girl decided to say that it was something that would not fit, and that it would be right for someone to wear it in her place."

"Erza…" Lucy mumbled.

"I may have been calm when I initially said that, but it was on a spurt that I said something that I didn't mean to." The redhead then admitted. "I really did want one. It would've marked the first present from the gentle old lady that I treasured so dearly."

"So, did she do anything about it?" Wendy then gestured her to continue. Erza responded with a nod.

"Indeed. That night, she came to my room. As the eldest of the children, I thought it was my duty to put on a strong front, but I, just like anyone else, was just a little girl." She then sniffled.

"Heh, it was then that she said these words to me. I'll never forget them." She then turned to Lucy.

 ** _"Erza, you'll grow into a fine young lady in the near future, I can guarantee that. A splendid person who'll wear fine jewelry wherever she goes!"_**

"It was…the first time that she ever expressed a pure smile to me, much less to anyone else. That one little thing made my little heart almost melt away. She then said something that I'm sure you would all understand." Erza then started remember.

 _ **"When you get older, I'll give you my jewelry. They won't be toys like the others, they'll be the real deal!"**_

"And I dared to say that I was already an adult, you know, since I escaped from the Tower of Heaven." She then said sheepishly. "And then she responded…"

 _ **"Oh no. Once you get taller, and when your chest becomes mighty mature, that's when you'll be an adult, and that's when a cat princess will come to bring you many jewels!"**_

"Heh, it sounded so childish back then…" Erza was now starting to form tears in her eyes. Wendy and Lucy were starting to do so as well, with Ben making a stern look towards the ground.

"And to think, you passed away the next day…" She then looked down towards the box of gold. "These six years, you've been watching over us, haven't you?"

She then looked up to everyone. "These jewels, let's share them with everyone." She then proposed. Everyone nodded at her choice of action, but Lucy then looked at Erza with an expression of surprise as she handed her a piece.

"Here's your share, Lucy." The blonde then shook her head. "A-Ah, I can't take this."

Erza then smiled at her. "What're you saying Lucy?" Lucy was still a bit bewildered by her logic. " _You're_ the cat princess that brought the jewels! Don't you realize that?"

Lucy then gasped at the realization of the situation. Both Ben and Wendy nodded at her assumption, but then noticed that the slip that she was carrying started to…

"The request slip!" Wendy hummed. The piece of paper started to shatter off into little particles of glowing yellow light. Lucy brought the slip up, letting the scattered parts flow into the sky.

"Maybe this request was from Heaven itself." Lucy guessed. Ben did wonder about that for a second, but disregarded it after another moment.

"Maybe so. I believe the whole thing was more of a reward." Erza then said. The four smiled at the golden particles, but once they followed the trail with their eyes.

"…Lucy." Erza went bug eyed with surprise. Lucy tilted her head in response, but then.

 _"BBBLLLLUUUUUUUUUUUURRRTTT!"_ Both Wendy and Ben sprung up with bloody noses, blasting into the air for a second before passing out to blood loss. The two had flustered faces as they fell gracefully to the floor.

"Eh?" Lucy then looked at herself. Erza nodded. "You're clothes must've been from Heaven as well. They're disappearing too."

 **…**

 **…**

 **"THAT DAMN OLD LAAAAAAAAAADY!"**

As the golden particles of the starry sky flew further into the twilight, another tale ended in its glory. Memories have surfaced, but progress through them are needed to go forward with one's journey to one's past revealed and accepted, perhaps that person can truly ascend to the higher plane. What lies in the future? Only the passage of time will tell, and will be told through the sky's descend…

* * *

Okay now, this part is done! What do you guys think?

About the lemon thing. I'm not promoting it like they want to have a sexual relationship, but I wanted it to be more a cutsy thing. My…intentions may have gotten a bit out of hand for you guys, so it's partially my fault for that.

On the other note, I wanted to add more humor and a bit of fluff, so I did just that!

The next chapter _will_ be on the Daphne Arc, so look forward for that crap yeah? Thanks for reading again, and all the continued support.

And once again, please, rate/review this story. It gives me a bunch of good feedback, and lets me communicate with you guys, whether it be small talk or suggestions for future elements in the story. So please, come at me!

So, with everyone all aligned, I'll see everyone at the next part! So, here's to next time! Cya, toodle-a-doo~!


	37. Dragon Storm (Daphne Arc)

Hello you significant people! Sorry for the late-ish upload! So, welcome back to the Null Fairy! Let's see what you people have to say.

 **Mika pina poopoo:** Yeah, I was thinking of writing a part that would spend some time with Ben dealing with some of the guys in the guild. Cool suggestion!

 **Great Saiyaman54:** Well, that goes without question! Always love the opportunity for fluff!

 **Ultimatrix bearer:** Well, I did say that all of the canon sentient species will be present in this story (besides Ectonurites or Vladats). The mate thing's gonna be explain eventually, yeah. So look forward for that.

 **Traveler-who:** Geez, all these suggestions lol. Thanks again, and I might use some of them!

 **Tomahawk-ESP:** Nice suggestion! It would be interesting to write about what happens in a dream.

 **Ajjr12:** So, a suggestment for including mult-world crossover eh? Sounds…interesting, though I may be conflicted to do that, since I kiiiinda wanna keep it between Ben 10 and Fairy Tail. But maybe, I don't know, I'll think about it.

 **Reader:** I loved the sickness side effects from that one episode, nice suggestion. I might put that in in one of the upcoming chapters!

 **Nick:** Oooooh, those are some nice magic ideas. I loved playing the KH2 Organization battles. It felt so satisfying to use Xaldin's weapons (especially against him lol). Wind magic in general is actually one of my more favored types of magic, so that might be a suggestion. Also, Spear of Longinus much? Ho ho.

 **Mega float guest:** Thanks for the continued support!

 **Honeybadger894:** Well, if you read/watched some parts of Alien Swarm and other parts of AF/U, Kevin mentions that they're part organic matter and part machine, so they technically _do_ have DNA, and are somewhat sentient, as they're part of a hive mind.

For the **Guest** that suggested my pairing in Omniverse and power in Fairy Tail: I actually…don't pair any of the girls with Ben. Maybe Eunice, but since she's not you know, an artificial one. For the power I would have in Fairy Tail, it would probably be… Molding Magic, or Requip Magic!

 **Sean Bruce:** Ya know what would be even more hilarious? You have an Echo Echo, and ya have a Gildarts! What do ya get? An army of even smaller Echos that can _still_ split! Regarding Way Big or Atomix, that could work too. I wonder if it would be any different if he went Ultimate though. Now what's a question!

Annnnnyhow, that's all I wanted to say! So, without further ado, onwards! And as always, I own nothing related to the subjects of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading to you all! Cheers!

* * *

 **Chapter 37:** _Dragon Storm (Daphne Arc)_

 **…**

 _"Hmm… Well, this is certainly a unique experience."_

 _"Oh, hello there. Ben here. I'm in the middle of something, literally. How I got here you ask? Well, then let's go back in time to see the build up to this!"_

Our charming incident relating to a certain dormitory has now passed, and a week has now been forwarded to since then. Our view zooms back into the Fairy Tail Guild, to a pair of new wizards in said facility. Wendy and Carla entered the Guild Hall and walked towards the Request Board. They were a bit surprised to see the vast amount of content, compared to that of Cait Shelter's.

"I wonder which one we should pick." The Dragon Slayer wondered as she stepped back and forth. Carla hummed in thought as she did the same. After a bit, they looked back to one another, a sign that they weren't able to decide on a request.

Mira then walked to the two of them, giggling. "Are you two finding any trouble looking for a request?" Wendy then chuckled sheepishly.

"Well, there's just so many of them." Wendy admitted. Mira then looked back to the board. "True, and since it's your first job, it's probably better to have someone go with you." She recommended.

"Although you'll only receive a portion of the reward, it's a good way to earn some experience." Wendy and Carla then glanced at each other.

"An assistant sounds cool!" The blue head smiled. Carla then sighed as she shrugged. "Sure, but from this group of miscreants?" The girls chuckled from the reference of the guild members currently present.

"Does that apply to me too?" Ben reluctantly pointed to himself from a nearby table. Carla merely shrugged, causing the brown head to raise an eyebrow, before going back to what he was doing.

Ben was now wearing a different outfit from before. While Wendy had changed back to the one that she was in the day she arrived in Fairy Tail, Ben was now wearing gray hoodie. A green t-shirt was worn underneath, along with brown shorts. He wore his signature black and white sneakers, with a green Fairy Tail emblem on the back of his hoodie.

He still had the butler outfit. Erza was _very_ persistent in him keeping it.

"Wendy!" Lucy and Levy then called to the girls. "Mira, is she trying to decide on a job?" Mira glanced back to the two. "Ah, Wendy-chan decided that she wanted to go with someone else first." Levy then blinked in remembrance.

"Speaking of which, you went with Natsu on your first job, right Lu-chan?" Lucy cried out due to the bad memories of said job. "And Ben went with Erza for his first job, if I remember correctly."

"Erza and Ben? That sounds like a heap of trouble for him." Carla huffed. Levy smiled. "Well, it was before she went all "big sister" for him." She explained while shrugging with a playful smile.

"Hm… But's it's already been a week since Carla and I arrived at Fairy Tail, so I figured that I have to start pulling my own weight around here." She then said to the two.

"Then come with us in Team Shadow Gear!" Levy offered with open arms.

"If you're gonna do that, come with us then instead!" Lucy gestured towards herself, causing the Letter Mage to pout.

"Lu-chan! That's no fair, you already have a bunch of members, and Ben as well!" Ben's ears perked at the mentioning of his name.

"I don't think I'm a part of any team to be honest…" Ben's line was pretty much ignored by the girls though.

"Then why don't you take turns then?" Mira suggested. The two then nodded in agreement. "So, who goes first, Wendy-chan?"

Wendy hummed while rubbing her chin. The girls noticed the familiar hand gesture, causing Mira to snicker. Interrupting her train of thought though…

"…Natsu." Gray entered the building. Elfman and Natsu stopped their chatter to glance to the ice mage.

"Gray?" The fire mage blinked.

"Haven't seen you around for a few days." The Take-Over Mage noted. Juvia then walked to the counter.

"Gray-sama, is something the matter?" She asked. Gray then nodded. "Natsu, I heard the craziest of stories just now."

"What is it?" The Dragon Slayer now turned his body to the ice mage.

 **"There's a rumor that someone outside the city has seen one of them. Says she's seen a** _ **Dragon**_ **."**

That garnered the attention of all three Dragon Slayers, and a bunch of the other passerby. Natsu then narrowed his eyes as he got off his seat.

"Dragon? Is it Igneel?" He asked. Gray turned around. "Can't say for sure, since it's mostly rumor. I didn't meet the person myself, but I know who she is and where she's at."

"Her name's Daphne. According to what I've heard, she's been staying in an inn by the name of "Rise". It's in the wilderness to the west." Gray then continued. "And she didn't just see one, I've heard she's actually _met_ a damn Dragon."

"That's a whole deal of information, Natsu." Happy chirped. Natsu then clenched his fists.

"Cool! Then we're going, come on, Happy!" The Dragon Slayer then started to walk off. Happy jumped off the counter as Natsu ran to the request board, since it was near the entrance.

"Ah, let me come with you too!" Wendy called out to the two, walking to them with Carla in her hands. Ben glanced over, hearing the words that she just said. His right eye twitched, as if it were an alarm for bad stuff to happen.

"That Dragon might be Grandeeney." Wendy hoped. Natsu then grinned. "All right then, let's go check that out!"

Natsu then turned to Gajeel. "Hey, you comin'?" The iron mage ruffed. "Bah, no way. It's all a hoax."

"Hey, what if it's true though?" Natsu tried to protest. Gajeel sighed. "And how many times have you listened to that sort of crap, only to get bamboozled in the end? Stories like those are _meant_ to attract people, and not just that, but trouble as well."

"But you want to see yours too right? You want to see Metalicana, don't you?" Natsu persisted, earning himself another grunt.

"As if. Besides, he disappeared without a trace, and without saying a thing. I don't give a hoot." He huffed.

"Gajeel-san…" Wendy mumbled. Levy and Lucy snickered. "He says that, but he probably misses him too!" The blonde whispered. Natsu was contemplating on trying to convince Gajeel, but seeing that he wasn't going to move, he sighed in defeat.

"Meh, whatever then. Let's go, Wendy!" Natsu then turned back to his fellow Slayer. "Yes!" Wendy nodded.

"Oh, and thanks for the tip man!" Natsu then waved to Gray. "It's no problem." The ice mage waved a hand.

Listening to this conversation got Ben a little raffled up. He couldn't help that things were a little bit suspicious. Even without learning it from others, rumors that sounded too good to be true were just that, too good to be true. And there was another thing that got him a bit suspicious.

 _'Gray…'_ He looked back at the mage. There was something unusual about him. Thinking for a bit, the conclusion came to his head.

 _'He… He hasn't stripped. That's…there's definitely something wrong now…'_

Quietly getting up, Ben tip-toed towards behind one of the support pillars. Going out of Gray's line of sight, Ben looked down at the Omntrix as he activated it. Peeking out for a split second, he rolled his head back as he slammed the core.

In a flash, Ben was replaced with ChamAlien, who immediately changed the pigments of his skin to make himself seem invisible. Scurrying around in the shadows of the guild, he quickly crawled out of the entranceway without anyone noticing him…

* * *

 **…**

A bit later…

Ben, now back to his human form, stood behind a large boulder. The area he was in was like how Gray described it; a mass of the western wilderness. Rocky terrain grained over the landscape, with little to no presence of other creatures. What did stand out however was the sight of a single building.

"That must be it." Ben muttered as he tried to get closer.

The building, which was the inn called Rise, was mostly yellow and white in color. A large middle segment was connected to two smaller ones, with a nice strand of green surrounding it. A white fencing went around the entire perimeter. In the front was a small fountain made of limestone, or some other kind of material.

"So, this is Rise?" Happy looked up to the sign that displayed "HOTEL RISE". The others noticed that some parts of the building were a bit…rusty.

"This place is a bit beat up yeah?" Natsu folded his arms. Wendy and Carla nodded as the four walked in through the entranceway.

The inside looked to be a little nicer. A gray and black patterned flooring was seen. Brown corridors were present, with a few pleasant trees and a few dangling chandeliers hanging from the ceiling. The team noticed that there was no receptionist, but rather, a pile of crystal in a glass container.

"What's this thing, and where's the receptionist?" Natsu darted his eyes around. Carla then walked up to the desk, jumping onto it with the help of Aera.

"Well, there's no need for one. This is why." She pointed to the pile of crystal.

"What is it?" Happy asked.

"A fully automatic management system, all accounted for by this lacrima. It doesn't matter if you're checking in or out, this thing will take care of things for you." The white cat explained.

"You're so smart!" Happy was dazzled by her explanation. "And that explains why there's no staff here either."

"No staff yes, but there doesn't seem to be any customers either." Carla then looked around to the other rooms. Natsu growled.

"Son of a lacrima, that ice mage lied…!" Natsu cracked his knuckles. Wendy then put her arms up in defense. "W-Well, it's a bit early to decide that. Why don't we go look around for someone? They may be in one of the rooms."

"Ur… Okay." Natsu decided to listen to her. "Let's split up and look around."

And that they did. Everyone took a side and began to knock on the doors that may had held other customers. To their unluckiness though, they didn't find anything.

While they were fiddling around with that, Ben entered the building. Noticing that they were trying to look around, he had a bad feeling in his stomach again.

 _'Why do I have a feeling that some crazy doctor type of person is here?'_ He was reminded of Dr. Animo for some strange reason. Gulping in nervousness, he readied the Omnitrix again. Slamming the core down, he was replaced with Nanomech in a flash.

"Whelp, let's hitch a ride!" He spoke. Flying up to Happy, he quickly reduced his size to the point that it was hard to even see him. Zipping into the blue cat's knapsack, he went along with as he and Carla grouped back with Natsu and Wendy.

In front of them was the last room that they didn't check. Happy groaned once he and Carla caught up with the other two.

"So far, no one's home." He sighed. Natsu then folded his arms. "And this is the last place." He and the others then looked at the design of said last room.

 _ **WHICH WAS BY FAR THE MOST SUSPICIOUS PLACE OF ALL!**_

It was clearly more taken cared of compared to the other places. A wallpaper of rainbows, suns, and clouds covered the place as the entrance was horded by stitched cats with button eyes and spiky teeth. Happy winced a little at the sight of one that looked like him. It had white angelic wings and was hung from the ceiling.

Heck, this was just the entrance to this bizarre room. Nanomech poked his head after growing a bit, flinching a little in response to the place.

"I wonder why we didn't check this place out beforehand." Natsu tilted his head in shame. He then shook his head as he glared at it. "Bah! Anyways…"

"Oi, anyone home in there?!" Natsu then called out. To their surprise, a person _did_ actually respond.

 **"Yes-yes!"**

"Someone's here!" Wendy was a little giddy. Nanomech noticed that the voice was feminine, sounding like an adult's. Natsu then ran forward. "Hey, are you that Daphne person?! Open up!" He barked.

The left door then opened, with a single person walking out. Wearing a green halter top under a lab coat, she also wore a pink skirt. Having black hair and purple eyes, she wore a pair of circular frameless glasses. She also wore a white hat while chewing on some sort of strange thing on a stick.

"Yes, I am Daphne-san? And you are…?" Natsu then backed up. "Er… We would like to have a word with you."

Daphne then jumped. "AH! Customers I see, yes?! You would like to talk as well, yes-yes! Please, come in, come in!"

 _'This person_ reeks _suspiciousness…'_ Carla and Nanomech grumbled. They both gasp as red circles appear under everyone's feet, dragging them into her room.

Now lining up in a horizontal row, Daphne introduces herself in a most unpleasant/extravagant way, while trying to advertise her…snack? It seemed to be something that was good for dieting. Happy then mispronounced it, causing Daphne to go ballistic and demand that he say it correctly.

"METAMO-CHAN! SAY IT CORRECTLY!" Daphne roared while holding her stick dangerously close to Happy's face, almost trying to make him suck on it.

Ok, that went wrong. Anyways!

"THIS IS _METAMO_ -CHAN!" Happy announced to correct himself. He didn't want to get yelled at by Daphne again, that's for sure.

"Yes-yes, here's one for you as a reward!" Daphne then tried to give Happy a Metamo.

"B-But… I'm not over—"

"Yes-yes, but it's _quite_ delicious!" Daphne pursued in her sales womanly like talents, much to the cat's chagrin. The strange woman continued her strange act of advertisement, giving free samples of Metamo to everyone. Nanomech watched in confusion as everything went on.

"I… I don't see how any of this can be effective…" Nanomech shook his head as Daphne showed unrealistic "Before and After" images of her stitched cat dolls.

And suddenly… A normal room.

"What?" Natsu and Nanomech blinked. The four were now sitting in Daphne's room, as if nothing ever happened.

"Uh…"

"Bla-blah-bla-blu…" Daphne continued to chatter and chatter, eventually becoming noise to Natsu's ears as he continued to look back and forth.

"Who's she trying to talk to?" She was looking in one direction, but Natsu couldn't see anything other than just plain features of furniture in her line of sight, confusing him to no end. Eventually…

"And with this specially marked package you can—"

"DO YOU MIND?! WE ARE TRYING TO HAVE A CONVERSATION RIGHT HERE, AND I NEED TO ASK YOU SOMETHIN'!"

 _'Ah. His rage broke, Erza.'_ Nanomech nodded as soon as he witnessed the truly remarkable event in front of him.

"But with this we can—"

 **"We. Are. Going. To. Talk. About. DRAGONS…!"** Natsu growled at Daphne, holding a large fireball in the palm of his hand. Nanomech noticed that Daphne was now making a different expression.

 _"Yes-yes… Dragons, now is it?"_ Natsu glared at the glasses wearing woman. Daphne tilted her glasses.

"So… You heard that I met a Dragon, right?" She then turned around. "But… 'Twas a lie!"

"You fraud!" Wendy pointed to her with guilty intent. Daphne shrugged. "Well, if I said that Metamo-chan was made from grounded Dragon scales, sales would blaze on!"

"But, that's a lie too!" Daphne then stuck her tongue out, much to Wendy and Natsu's annoyance. Nanomech was just disappointed that the two were getting a bit off topic now.

 _"However, my creations_ are _perfect…"_ Daphne grinned quite deviously. Natsu growled, turning around.

"AH, THAT'S IT! I'VE HAD ENOUGH OF THIS CRAP!" Kicking the door open, what was there was…

"…Wha?" Natsu's mouth went agape, as did everyone else's.

What was there was…an empty void. Daphne chuckled soon after. "You guys are now birds in a cage…" Natsu then growled. "Oh yeah?!" He then lit his fist on fire.

 _ **"** ** _F_ ire Dragon's Iron Fist!" **_Slamming his attack on it, all it did was caused caused Natsu to get flung back.

"A barrier?!" Happy barked. Carla then turned to Daphne. "Are you a wizard?!" Nanomech sighed. He wondered why people in Fairy Tail always got into conflict. Sure, he had his fair share of stuff back on Earth, but this? This was chaotic to say the least...

"Yes-yes. And those are quite the flames, Salamander. Ah, I've been waiting for such a customer… A Dragon Slayer!" Daphne's eyes were now devilish in appearance, making Wendy flinch a little. She then tried to open one of the windows, only to get the same void outside.

"Ho-ho-ho! This is quite the magic, is it not?" Daphne chuckled. Natsu then tried to slam another fire fist, only to get…doused by ice?

 **"Natsu, just look at yourself."** Gray then said, suddenly now inside the space. Wendy and Happy cheered in response to his appearance, but he revealed…that he was with Daphne all along?!

"THAT'S PREPOSTUROUS!" Natsu barked. "AND WHAT'S WITH THE SUDDEN SKIP?!" Carla was actually surprised that the flame brain was using the word. Gray then smirked as he began to form an Ice Make. Natsu then turned to Wendy.

"Wendy, stay back… This guy's serious." Wendy then nodded as she stepped back a few steps. Nanomech was trying to poke his head out from Happy's knapsack, but was a bit hesitant due to Gray's ice energy flowing through the room.

"Gray? What're you doing?" Happy asked with a worried look. Gray ignored the question, aiming a now formed circle at Natsu.

 _ **"** ** _Ic_ e Make: Lances!" **_Firing a barrage of ice lances, Natsu stepped to the side, making the projectiles crash onto the ground. Wendy and the cats dropped to the side to avoid the blast.

"Gray, you serious?!" Natsu barked. Gray then answered him by stripping his top off, confirming to everyone that this was…their Gray.

"Definitely!" He then prepared another circle.

 _ **"** ** _Ice_ Make: Battle-axe!"**_

" _ **Fire Dragon's Roar!"**_ Both attacks collided with one another, creating thick screen of steam. Gray then jumped forth and out of the field, surprising Natsu long enough for him to deliver a feisty blow of attacks.

"And I'm not even controlling him!" Daphne said with a smug face. Natsu then grinned as he wiped some dirt from his face.

"Well no duh! Only the real Gray's punches could piss me off as much as it is right now!" Nanomech sweat dropped from that.

"So, you _let_ me punch you to verify my identit—GAH!" Before Gray could finish that retort, Natsu head butts him. Landing on his feet, Natsu jumps up.

 _ **"** ** _F_ ire Dragon's Talons!" **_Performing a high kick, Natsu swipes Gray in the face, sending him flying into a wall, making it crack out to the hallway they were in at first.

"Bah, is that enough now? Mind telling me what's going on?" Gray then sighed.

 _"A city without sound…"_ Natsu and Nanomech wondered what he was talking about. "But you wouldn't get anyways, so die already!" Gray then cracked another helping of ice lances, forcing Natsu to jump to the side and counter with another Roar.

"They seemed to be at each other's equal force." Happy commentated. Wendy gulped. "But why? Why is Gray-san doing this?"

 _'Girl, that's what I'm trying to find out too.'_ Nanomech would've rolled his eyes if he had two of them. Daphne then came along to answer their question.

"Gray Fullbuster came to volunteer for me." She revealed, making the three _(well, technically four)_ turn to face her. "I came to Magnolia around ten days ago, searching for information regarding Natsu Dragneel. Gray took interest in my story and offered to assist me, you see?"

"Then he's a complete traitor!" Carla barked. Nanomech was a little reluctant with the cat's harsh assumption, but she didn't seem to be wrong at the moment.

"But, what is this **"city without sound"** that he revealed at first?" Wendy tried to ask Daphne. The white robed woman nodded a few times as she took out stacks of Metamo.

"Yes-yes, questions for later! How about a snack?" She offered her and the cats some of the brown treat. As Happy was about to actually take one, a familiar beeping triggered the ears of everyone.

"Eh?" Happy floated while trying to look behind himself.

"That sound…" Carla blinked. "Isn't that—"

To answer her question, Nanomech 'eeped', covering the entire room in a flash of red. Happy was then dragged to the floor, with Ben now sitting on him.

"Whoops, forgot to set the life-form lock command." Ben looked around. Happy croaked. "I'm going to be a cat-pancake…!"

"Ben?" The girls asked. The Omnitrix wielder ruffled his hair sheepishly as he got off Happy. "Sorry, didn't want Gray to find out that I was following you guys. Say, where the heck are they, anyways?"

And to answer _his_ question, was of course was an explosion. Running down to the nearest stair case, Ben and the others watched as Natsu and Gray continued their fight.

"They're still evenly matched." Carla mentioned with a sigh. "At this rate, they'll just waste all of their energy and collapse like ragdolls."

"Then we have to stop them then." Ben proposed. "So… Can I join in now?"

"Nope!"

The four then turned to Daphne. As Natsu rammed Gray into another room, they watched as Daphne snickered. "After all, even if you do, you can't escape this illusionary creation of mine."

"An illusionary inn?" Wendy uttered in disbelief. Daphne then made an uncomfortable smile.

"Exactly. My magic is **Concealment Magic** , which hides people and things all alike. This very inn was created with the spell called **"Hidden Cage"**." The mage explained.

 _'So, it's like one of Chrome's illusions?'_ Ben surmised. However, as he was thinking about that, Daphne notices something out of the corner of her eye.

"Oh, here comes your little friends!" She then turned to one of the windows. Outside was Erza and Lucy, who seemed to be looking around.

"Erza-san! Lucy-san!" Wendy then tried to yell through the window. Ben glared at the black haired mage. "We're trapped. This magic hides us, so there's no way for them to see or hear us."

"Yes-yes, boy!" Daphne confirmed. "And also…"

Now looking outside, Wendy and the others gasped at the sight of humanoid reptilians spawning from green circles. As they started to fight the mages, Ben noticed that they fought using the same methods of attack; swords for Erza, digging and chains for Lucy, who summoned Virgo.

It further helped in Ben's understanding once Lucy summoned Loki, in which the lizardmen seemed to copy his power, and to a scale, his appearance.

"Interesting… Artificial lifeforms capable of copying the magic of their opponent. That's just like…Dr. Animo." Ben blinked in surprise.

"Oh? Then whoever this "Dr. Animo" is, is a complete genius!" Daphne retorted. "And since I have those guys, I figured I can get a whole bunch of information regarding other wizards besides Natsu Dragneel!"

"Oh yeah?" Ben then grinned as he readied the Omnitrix. A flash of green blinded everyone for a moment, before revealing Big Chill in his place. "Then how about this then?!"

Jumping back, Big Chill then attempted to fly forward, phasing into his intangible state. However…as he tried to go through the window, he only seemed to bounce off from it, earning a sore spot on his head from the impact.

"Ouch… Hey, what gives?" The Necrofriggian gawked at the wall. Daphne was exhilarated by what she was witnessing. Clapping her hands together, she stared at Big Chill. "Oho! So you're him huh? The Null Fairy of Fairy Tail! What a bizarre looking creature! Hmm… What kind of magic is it, I must know!" Daphne craved for Ben's secrets.

"Whelp, I think I found Dr. Animo's life partner…" Big Chill retorted. An explosion then came from downstairs on the lobby floor. The five watched as Natsu and Gray came out of a broken wall, panting and beat up.

"I think we're nearing the end!" Daphne said as she looked over from the corridor. As Natsu was attempting to land a flaming head butt, Big Chill slouched over as he sighed.

"Okay, this is getting tiresome…" He then flew down, going into Natsu's line of fire. Gray gasps as Big Chill floats in front of him.

"Ben?!" The two of them yelled. Big Chill held his palms on the floor. "Alright Natsu, _freeze_!" A trail of ice spawned from the ground, scurrying to Natsu and then encasing the fire mage in an iceberg.

"Perfect!" Daphne giggled. She then held her palms out, spawning two purple circles.

 _ **"** ** _H_ idden Darkness!" **_A circle then spawned under Natsu. Big Chill's eyes then widened as he pressed the Omnitrix dial in reflex.

A flash of green blinded everyone. As it dissipated, a blur pushed the frozen Natsu out of place. Before the figure started to get sucked in by it, Ben's new form was revealed.

Now resembling a humanoid pterosaur, his skin was rough and orange. Having a long neck, green eyes, and a beak like mouth, he seemed to have a jetpack like structure on his back, in which yellow wings stretched out like a glider. Two lumps on his forearms were present. Having sharp fingers and toes, he wore a gray and green jumpsuit. The Omnitrix dial was located on his left shoulder, along with the Fairy Tail emblem next to it.

"Great, _now_ you give me **Astrodactyl**! What happened to—" The dinosaur alien squawked as he started to get sucked in. As he disappeared, Gray stooped below, trying to swipe an arm out. "Crap! No, this isn't how it was supposed to go!"

"Ben, no!" Wendy cried out as she jumped down. Daphne rose and eyebrow, but once she took out a device, her pupils contracted. "Well, this works even better!" Natsu then broke out from his prison, growling.

"Ben!" He yelled. However, Daphne then started to grin as everything shook. A bright light then blinded everyone…

* * *

 **…**

"…Eh? What's going on now?" Lucy stumbled. Erza started to sense a large figure, with her instinct being right.

"Over there!" Erza grabbed Lucy and jumped back. As the figure started to become visible, the two stared at the size of the thing.

"YES! YES, YES, YES, YEEEEEEEEEEES!" Daphne cheered. She was now inside a capsule like device. It had a piano like keyboard, and was filled with all sorts of plush like components.

"Lacrima core, stand by for operation!" She then yelled. The figure then revealed its appearance, burdening the area with the appearance of a giant wyvern-like creature. It had the same skin tone as the lizard men, yet lacked eyes. On its belly was a red gem-like sphere with pulsating blue lines.

"What the crap is that?!" Lucy barked.

"Now then… Start the absorption process! Begin processing the Null Fairy's power!" The red gem started to glow. Wendy and the others had escaped from Daphne's released Concealment Magic creation, now grouping up with Erza and Lucy.

"Lucy-san, Erza-san!" Wendy yelled out to the two.

"Wendy-chan!" Lucy returned the greeting. "And Natsu! Wait, Gray as well? You followed them here?" Gray panted as he stopped.

"Who cares about that? Everything's gone downhill!" He barked. "Up there, Daphne's got—"

 **"Dragonoid… ACTIVATE!"**

As Gray was going to say something, everyone turned back to the large wyvern creature. Crowning around Daphne's sphere like a brain, a head like component installed itself, giving the titanic figure a set of eyes.

"Dragonoid?" Lucy blinked. Erza then started to grit her teeth, scaring everyone near her.

"And…absorb…the Null Fairy's…POWER?!" She clenched her fists. Natsu started to sweat immensely from the pressure she was giving off. The Dragonoid then gave off a mighty roar.

"Take a look! An artificial Dragon that I invented!" Daphne spoke through a speaker-like device. "This beast will take the Null Fairy's power, unleashing a personal unveiling for all to see!"

"Magic power? But, Ben doesn't use magic." Lucy rose an eyebrow. "Wait, so that must mean…"

"It's taking power from the Omnitrix!" Erza confirmed. "There's no telling what that'll do to it." And much to her theory, the Dragonoid was indeed starting to get affected by the Omnitrix.

A red Omnitrix symbol appeared on the gem, causing it to flash. In its place was a Heatblast version of it; with fire wings and rocky skin to confirm it. Daphne was thrilled to see such a thing.

"Give Ben back!" Wendy yelled at Daphne.

Said mage shrugged as she munched on a Metamo. "Well missy, I can't do that. Since the Dragonoid moves because it's sucking power from the Null Fairy, there's no way I can do that. Plus, it's also giving it some mega cool abilities!"

* * *

 **…**

As she said that, from within the space that Daphne created, Ben floated with his arms folded. He then turns to the camera.

" _Whelp, and now we're caught up!"_

He then looked at the Omnitrix, which was starting to flash green every so often. "Seems like she's using the power source for the Omnitrix to move that luggish thing. But… There's no exact way out of it, is there?"

Pressing the faceplate, it didn't seem to do a thing, so Ben sighed as he floated around. "Guess I'll just wait… Hmm, I wonder if I can do something to overload it."

* * *

 **…**

"Oh… I remember now…" Carla blinked as she floated next to Wendy. "I've heard talk of a dragon-crazed woman who was attempting to build a Dragon!"

"So, you're that person?!" Wendy barked at Daphne for confirmation. The pilot snickered as she bit into another Metamo. "Such rumors, ho ho ho… They couldn't be any further from the truth!"

"They should be praising me; for creating an artificial Dragon! Daphne, the genius scientist!" She yelled with a smug tone. "And to test out this bad boy, how about we go to Magnolia Town?!"

"As if!" Erza flashed to her Black Wing Set. "Gray, you have some explaining to do, but for now, help us with this!" She then flew to onto the back of the Dragonoid. Swinging her sword down, she tried to damage it. Daphne then pressed a few keys on her pianoboard.

"Now, now, Titania Erza…" Several circles then spawned, bringing in a bunch of lizardmen. "We can't have you damage the prized specimen until it reaches full power. So, why don't you battle my upgrade creations?!"

Wendy and the others watched as Erza began to battle the artificial lifeforms. The Dragonoid's core then flashed red, causing the wings to glow a bright yellow as it took off.

"Hey, get back here!" Natsu growled. Inhaling, a red circle appeared.

 _ **"** ** _F_ ire Dragon's Roar!" **_Releasing a Roar, it practically did nothing to the Dragonoid, sinking into the beast's body. Gray then slapped his head. "Idiot! That's a Heatblast Dragon! You really think it's gonna do squat to it?"

Wendy growled. "Let. Him. Go!" Carla then took her to the skies, following the Dragonoid. Lucy and the others started to run after the blue head as the Dragonoid made its way to Magnolia Town…

* * *

 **…**

"So… What happens when I do this then?" Ben cocked his head as he pressed a few buttons on the Omnitrix. To his surprise, the faceplate glowed.

"Ooooh, so that field command can do stuff like this? Hmm, I wonder if I can transform now." He then tried to activate the Omnitrix.

 _ **"** ** _C_ ommand not available. Insufficient power." **_The Omnitrix's AI responded. Ben looked up. "So, not enough, huh? Fine, then what happens when I do this then…"

* * *

 **…**

The scene was now in Magnolia Town, Daphne started with her rampage in the dead of night. Summoning dozens and dozens of lizardmen into the town, the members of Fairy Tail were now focusing on evacuating the townspeople.

"Over here, everyone evacuate in an orderly fashion!" Cana yelled out. "Geez, where's Ben where you need him?!"

Makarov watched the scene from up top of the guild. Eyeing the large Dragonoid, he rubs his stache. "So, she appears…"

As it began to rampage through the town, Erza and the others returned to the entranceway. Landing with her Flight Armor set, Erza sighed as she flashed back. Gray jumped down from a rooftop as Natsu and Wendy landed with Happy and Carla.

"What's going on here, Gray?" Droy asked the ice mage. Gray sighed. "I'll explain everything later. I was going to have this go in a different way, but not I'm not so sure…"

"That's a pain though! How do we get Ben out of there without hurting him as well?! The town's crawling with those lizard creeps too!"

"Wait, _Ben's_ inside that thing? Oh, that makes sense now, with that thing looking like Heatblast." Jet nodded in clear understanding. "But wait, when did he go with you guys?"

"Well…" Lucy giggled as she returned as well. Coming the gate, Loki suddenly appeared, grinning a little. "I know how…"

"The little crapper turned into Nanomech and hid within Happy's sack, to which I can assume." Happy ayed, albeit a little annoyed by the fact. "Damn right… He almost crushed me…!" He then teared up in remembrance.

"Nanomech?" Gray looked towards the Spirit. Loki nodded. "A form that can reduce itself to near microscopic sizes. The guy literally hid on my shoulder one time for days on end…"

Everyone shivered. _'Don't want to get on his bad side…'_ With Nanomech, Ben could probably spy on everyone in Fairy Tail. However, snapping them out of their thoughts was none other than Wendy.

"Who cares about that? He's inside that thing!" She pointed to the Dragonoid. And to everyone's surprise, it started to glow.

"What?! What's happening? All of a sudden the energy levels have spiked to uncontrollable levels? Just what kind of magic does that kid have?!" She barked as she tried to stabilize the Dragonoid's condition.

While it was doing that, Gray quickly ran to Juvia. "Juvia, got a second?" Juvia swooned over to him. "Of course!" Following him to the top of the guild, the two dotted their eyes to Makarov, who turned to Gray. "Gray, you're gonna have to explain everything afterwards, do I make myself clear?" The ice mage nodded. "Now then, proceed!"

Gray then grasped Juvia's hand. "Let's go, Juvia!"

"Yes, Gray-sama!" The two then started to glow. A mixture of blue was then forged from the magic power of their bodies, creating a large blue magic circle. It then flashed, creating a…

"Hey, check it out!" Wakaba pointed to the sky.

A breeze of blue flew over the town's perimeter. As it began to glow, millions upon millions of water molecules formed together to create an endless barrage of icicles. Gray and Juvia then swooped their arms down, releasing their spell upon the denizens of the attack.

 _ **"** ** _I_ ce Armageddon!" **_They yelled. Daphne then looked up, only to see a forceful amount of icicles rain down from the sky. The Dragonoid was practically unfazed, but all the lizardmen who were in town were spiked and defeated by them. As they fell to the ground, they puffed out of existence.

"Nice, Gray, Juvia!" Team Shadow Gear yelled. Happy snickered. "They ddddddiit it!"

"Aw shut it, he-cat." Carla retorted by back-handing him.

 _ **"** **CHILDREN!"**_

All of the members of Fairy Tail looked up. Back at the guild's bell, Makarov stood above them. He then folded his arms while looking down at the crowd. "I have one thing to say for you!" He started.

"Fairy Tail started with Magnolia Town, and will _end_ with Magnolia Town! So, as the Master of Fairy Tail, I order you to stop that Dragonoid! Ben must be fighting against it, so do what you can to free him!" He yelled out.

"Yes sir!" Everyone responded. Erza flashed to her Heaven Wheels Set, while Lucy took out Taurus' key.

"Now, GO!" Everyone released whatever magic they had. Swords, fire Roars, ice lances, sand spears, water slicers… Everything was aimed towards the glowing Dragonoid. It roared as it continued to flash.

"No, no, no, no, no!" Daphne desperately tried to get back her control over the Dragonoid. However, to her shock, what happened instead was that the Dragonoid started to move on its own. Once it took the attacks landed on the side of the Dragonoid, it was expected to roar in pain, but instead it…

 **"OW!"**

"…Eh?" Everyone blinked. As the flash dissipated, everyone backed up in surprise in response to its new appearance.

It was now a chimerical behemoth of a Dragonoid. It contained body parts relating to Ben's original nine aliens, plus another one. Having two arms, and an additional set of wings, the Dragonoid roared a blast of fire from its mouth.

Its top left wing was composed of Diamondhead's DNA, Petrosapien crystal. To the right was the top right wing, blazing with Heatblast's DNA, while the two lower wings were palish yellow and surrounded by fur, representing Wildmutt's Vulpimancer DNA.

The main body was now reddish in nature, relating to Four Arms' Tetramand DNA, which also gave the Dragonoid an additional two arms and wings. Its long tail was now striped black and blue, donated by XLR8's DNA.

"Ugh, what in the…!" Daphne was grossed out by the final components. On its head, a bioluminescent light was present, courtesy of Ripjaws, while its upper back was composed of green and black patterned skin from Upgrade. To finish it off, its left eye was green and round like Gray Matter's, while its right was composed of red, green, and blue pigments from ChamAlien's Merlinisapien DNA.

"Hey, what's the big id… Woah." The Dragonoid suddenly said in Ben's voice. Everyone deadpanned from the sight. "Hey, who hit me just now?!"

"Uhm… Ben?" Wendy tried to call out. Ignoring her words, the Dragonoid opened its mouth, spewing out a pile of green goo. Erza shivered as she dodged it. Many of the others managed to do so as well, but were then surprised when a large explosion occurred.

As the Dragonoid aimed his Heatblast wing, it released a wave of fire towards the Lepidopterran goop, it caused it to explode. Makarov then sighed. "Looks like he's out of control…"

"Sheesh, can I not take a nap while everything's going around?" A voice then came from a smoke screen. Everyone then turned around to see…

"Gajeel!" Levy yelped. Gajeel then looked up towards Dragonoid 10. "That damn kid…!" He then jumped in to the air, garnering Ben's attention.

"Gajeeeeeeeeeel!" Ben yelled. Gajeel then spun in the air, flickering a light green circle.

 _ **"** **Dragon Slayer Secret Art! Karma Demon: Iron Spiral!"**_ Gajeel then roared. His legs flashed, transforming them into a giant drill that rotated at high speed, giving it exceptional piercing power. Dragonoid 10 was unable to dodge due to it bulky nature, allowing Gajeel to drill straight into the red core, shattering it open.

"There ya go!" The iron mage barked as he stopped spinning around. The moonlight then started to shine down in the broken core. Landing in it, Gajeel blinked at the sight.

"Oi, kid." He called out to Ben. The Omnitrix wielder groaned before opening his eyes. He then frowned. "…Gajeel? What the hell just happened?"

"Well, let's just say that I stopped a giant problem. Not entirely, but enough to get the job done." He grinned. Ben then got up. "So, where's that Daphne crapper?"

"Still in her cozy seat." Gajeel then pointed to the top. Ben cracked his knuckles. "Oh I am going to enjoy this…" He then readied the Omnitrix. Jumping out of the broken core, he pressed the dial, flashing green for a moment.

Everyone gasped at the green sight. "He's free!" Wendy cried out. Carla giggled, swooping her up and bringing her to the skies to join him. As they got closer, the flash dissipated, replacing Ben with Aerofel.

"Ack, Aerofel… Why am I not sur—"

"BEEEEEN!" Wendy yelled as she caught him in her arms. Ben flinched as he got grabbed, blushing red a little afterwards. "W-Wendy!"

"I was so worried!" She cried out a few tears. Aerofel smiled in response. "Well then, how about we take out the person who caused you to get so worried?" He proposed. The two girls nodded in great agreement as Wendy let him go.

Daphne was starting to panic. Since she lost control over the Dragonoid, she was a sitting duck. So when Aerofel, Wendy, and Carla came up, she squeaked in response. Flying up, Aero spun, taking a moment to stop his speed, before dropping down. As he continued his spiraling motion, he pressed the Omnitrix dial. A brief flash of green replaced the smaller cat with Rath. Wendy then inhaled, flickering a circle.

 _ **"** **Sky Dragon's Roar!"**_ Blasting a powerful wave of wind energy, it destroyed the dome protecting Daphne, causing her to back in fear once Rath landed in front of her.

"A-A-Ahh…" She shivered in fear. Rath growled in response.

"LEMME TELL YA SOMETHING DAPHNE, EX-CITIZEN OF THE CITY WITHOUT SOUND AND CONCEALMENT MAGIC MAGE, HERE'S A THING YOU NEVER DO TO RATH!" Rath then swung an arm back, before using it to uppercut her in the chin.

"NEVER MESS WITH RATH'S OMNITRIX, NOR RATH'S FRIENDS!" The Appoplexian roared. Daphne's glasses shattered as she floated in the air. Rath then jumped into the air.

"And for the record… Dragons HAVE ARMS, YOU DOLT!" He then finished her off with a grand slam down to the floor, causing a slight crater from the impact Daphne made.

Rath then tapped the Omnitrix dial, replacing him with Aerofel again. He and the other flyers then flew down to the ground. Once they did so, they turned back to the Dragonoid, which started to glow once more. Since nothing was powering it anymore, it returned back to its normal state and fell to the ground.

"Nice work, Ben, Wendy!" Natsu high fived the two as they landed. Tapping the Omnitrix dial again, Aerofel flashed back to Ben, who sighed in relief. "Everything's over now…"

As he did though, Erza rushed in and grabbed him into a hug. "Didn't I tell you to stop doing crap like that?" She then nudged his head, causing him to chuckle.

"Well, what can I say… You do stuff for a reason, ya know? Or sometimes, none at all." He then said. Wendy and Carla giggled at that quote. Ben was then released, but then turned back to Gray.

"Say, Gray…" Ben smiled at the ice mage in a menacing fashion. Gray flinched as he stepped back. "Y-Yeah?"

"Mind explaining what this ENTIRE damn thing was about?!" Ben pushed down into the core, replacing himself with Rath.

"W-Wait, Ben, please! I can explain!" Gray started to sweat a lot. Rath cracked his knuckles as he started to walk towards him.

"Lemme tell you something, Gray Fullbuster, pupil of Ur… RATH WILL GET HIS ANSWERS FROM YOU!" He then lunged at the half naked mage.

"KYAAAAAAAAAH!"

Gray would eventually tell what the hell his actions were for, but...not without a few broken bones. A certain someone _would_ take great pleasure in helping him recover though!

* * *

Aaaaaaaaaaand there thou have it folks! The Daphne Arc one-shot!

I know y'all have been discussing that Big Chill baby idea. To be honest, I'm not conflicted to write it, nor am I really positive for writing it. I can do it or not, depends on my mood really.

By the way, did you guys watch **No Game No Life: Zero**? That crap was a sudden punch to the feels man! Got to watch that in subbed and in subpar quality in theaters the day it came out globally! It was one of the most memorable times of my life!

So, this marks the short term Daphne Arc! Next up, episodes 73, 74, and 75! I hope you all look forward to it! Also, please, check my other recently started story as well if you want.

So, with all that said and done, I'll see you all in the next part of the Null Fairy! Cheers to you all for over **700** reviews, and over 111,111 views! Yep, just had to use that specific number, ha.

And once again, please rate/review this story. It allows me to hear what you guys think, what you guys suggest or want to bring into the story, and to help me fill in plot holes and become a better writer. So please, I insist! Now, cya all later!


	38. Fun Times Ahead!

Whelp, here we go everyone! I can't believe this story's come this far! You've all have come along with me on this great adventure!

So, welcome back to the Null Fairy. A little late-ish on the upload, but be founded by the length of this here chapter! Let's see what you guys have to say first though! I love it when I can do this crap!

 **Reader:** Putting Ben in a trapped state like during the Con of Rath? Hmm, a plausible idea, but I'll think about it later on. Thanks for your review though!

 **Mega float guest:** I'm agreeing with you on the multi-dimension thing, but giving Ben some form of magic is still a lingering thought in my mind. I'm not thinking of giving him overpowered crap, but still some magic regardless. Alternate Bens, I'm really thinking about making one for the Edolas Arc, but I'll ask everyone to think about it then.

 **Isaiah:** Been doing good, yep. Thanks for the continued support.

 **Rick, now as** _ **Nexus240:**_ I feel obliged to be the first user of your reviewing! Concerning Skurd, would it make much sense for him to find a way into an alternate universe though? I _LOVE_ the idea of making an armor set like Copen's. The designs in Azure Striker are some of the best that I've ever seen!

 **Ben 10.000:** Eh. Perhaps later, and I mean a couple Arcs later into the story. Possibly, just to say. Ben's already pretty OP as he is. Thanks for the review!

 **Mika Mina poopoo:** Another cool idea! Thanks for the suggestion!

 **Traveler-who:** Thanks for all your suggestions! I may implement some of them!

Anyhow, now that that's all done, let's get to the story! This a three parter, starting from episode 73 to episode 75 of the anime! I hope you all enjoy this!

And as always, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading to you all! Thank you all for over **750 Reviews** , and over **120k views**! 300k word count breakthrough! This is again the longest chapter; 15k words this time!

* * *

 **Chapter 38:** _Fun Times Ahead!_

 **…**

 **Part 1: The Rainbow Sakura!**

As the Daphne incident passed through Magnolia Town, a bit of time passed without life-threatening events, giving way to a new thing as repairs finished up once again. Now, the annual celebration for Magnolia's cherry blossom/Hanabi season came to visit.

Inside the Fairy Tail Guild Hall, and along with many of its other members, Makarov took some time to lecture his children about what it meant to be a guild member, and how always council a situation. And then…

 **"And with such sayings, I'm proud to say that all of you have done a fine job this year!"**

Makarov then held his hand in the signature posture, with everyone else following up in response as they roared. He then folded his arms, grinning.

"And now, as a reward for all of that hard, tomorrow is finally the day that our beautiful flower appreciation day comes! The one and only thing that we've all been looking forward to once more!" He snickered.

Once again, everyone cheered. "Now then, let's have a pre-celebration to kick things off!" Makarov proposed.

 **"Everyone! Please try to keep the situation under control! This is only a pre-celebration!** " The white head then tried to convince everyone to take down a notch, and not cause a stampede.

"Bah! Who says we can't drink to our hearts just because it's before the flower appreciation?!" Cana barked as she slurped up a barrel of beer.

"Flower appreciation is for manly men!" Elfman yelled out. Apparently, some of the members were excited for some kind of event.

"Dad! Let's go for the gold this time in the Bingo game!" A child said to Macao. It was revealed to be Romeo, his son. Macao gave him a thumbs up. "Leave it to me!"

"He said that the last and last times though…" Levy chuckled sarcastically, and then sat up. "Alright, I'll try my best in this year's Bingo too!"

"Wait, what's this all about again?" Gajeel muttered with a confused tone. "Isn't this just for the Hanabi?" Neb then glanced back. "And that kinda sucks too. Our clients know that Fairy Tail takes a break for this, so there's a lack of jobs."

"Well, you should take one too, ya know…" Neb sweat dropped at that remark. Gajeel then glanced over to Juvia, who was colorless.

"What's wrong, Juvia?" He asked the water mage. Juvia was crying out tears of sadness as she wiggled her fingers. "Gray-sama and Ben-kun are out for a job!" She sniffled. "It's so lonely without them…"

The iron mage simply sweat dropped, and decided to try and drop the subject. Neb walked back. "Well, it can't be helped. Gray's on Natsu's team, and they usually drag Ben with them."

"But they also took Wendy-chan and Carla with them as well!" Juvia added to her complaint.

"I suppose they're trying to get familiar with how we do things around here then, I guess. They still just came from Cait Shelter, after all." Neb guessed with a shrug. Juvia continued to cry out regardless, giving the guild another flood of tears! Ben would have to dry the entire place out, and who knows how long that would take. The guild was pretty damn big after all...

* * *

 **…**

 _"ACHOO!"_

Wendy sneezed as she and the others continued to walk. For those catching up, the group was now back at Mt. Hakobe, the mountain which Lucy went with Natsu for her first job.

"You ok, Wendy?" Ben, now as NRG, asked. The blue head nodded.

Lucy and Wendy were unprepared for Mt. Hakobe's ruthless terrain. Wendy was dressed in a one piece dress of light red with cyan green accents, while Lucy was wearing her usual blue and white outfit.

While the latter had an excuse to not dress properly, Lucy forgot, and was forced to use Horologium to travel through the thick snow. Truth be told, Virgo actually came by to deliver a holster and fur bag for Wendy to rest in.

It was made once Wendy was starting to shiver. Coming from the Gate out of her own will once more, as she greeted Ben, who was still in his human form at the time, she decided to find a way to keep her warm. Although the blue haired Dragon Slayer was slightly flustered by the sack that she would have to sit in, she was in total bliss once she was inside. Since NRG's containment suit lowered the radiation levels to near non-existent amounts, the metal body felt more like a warm heater, much to the petite girl's enjoyment as she snuggled into a comfortable position.

Erza, Natsu, and of course, Gray, were seemingly unaffected. Happy and Carla seemed to be okay, since they had fur.

"This snow is hard to walk through in…" Gray clicked his tongue. NRG sighed. "Gray. Clothes." Wendy and Carla continued to be surprised by Gray's sudden stripping, especially in places like Mt. Hakobe.

"Hey, Natsu. Do ya really think such an herb exists here?" Happy asked his partner. Natsu gruffed. "Since the request says it does, I guess it has to."

"True, but it says that if you brew it into tea, or mix it up with a cake, it's said to make your magic stronger for a temporary amount of time." Happy noted in response. Erza drooled a little from the word 'cake'.

She then flinched, taking a moment to wipe her mouth. "Ignoring the supposed benefits, our job is still one thing: to gather those herbs from this mountain. We should probably get some for tomorrow's Bingo game."

"Bingo?" Wendy, NRG, and Carla asked the red head. As they continued to walk, she began to explain it to them. She eventually got to the best part, in which the petals of the cherry blossom turn into a beautiful rainbow color.

She, as the rest of the town dubbed it, the **"Rainbow Sakura"**.

"Rainbow-colored cherry blossoms?! It looks so pretty, even in my imagination!" Wendy squealed. Lucy agreed with a whole hearted smile.

"…I wonder if there's a scientific explanation for it though…" NRG mumbled, earning a couple of sweat drops from all the girls.

Eventually reaching some of the ice caves, the team encountered a bunch of Mt. Hokabe Vulcans. NRG and Horologium were currently taking care of Wendy and Lucy, so it was up for Natsu, Erza, and Gray to do the heavy lifting in the meanwhile.

But of course, they defeated them easily. As Natsu tried to interrogate the beasts, Lucy started to have some wonderful delusions for what she would do after this job was over, prompting the Prypiatosian-B to try and quiet her down.

"Still, I'm looking forward to this very much!" Wendy smiled. NRG smiled underneath his suit in agreement, along with Lucy. "Yeah! And since we're all first timers, let's all have fun together!" The blonde suggested.

"Ah. Time is up."

Horologium then vanished, leaving Lucy to shiver in the cold. Erza then growled at the three. "The three of you should help out as well!"

Natsu then got a scent, sniffing the air for a bit. "Ah, I can smell it! That's definitely the smell of a medicinal plant!" He grinned. Happy and Carla flew over to her.

"Still the impressive nose as usual." Happy commentated. Carla rose an eyebrow. "Do you know what the plant smells like?"

"Nope, but I'm pretty sure about it!" Natsu replied. He then started to run off, leaving everyone behind. "LET'S GO, HAPPY!"

"Aye sir!"

NRG and Gray sighed as everyone watched him go off. "Sheesh, that guy…"

"We should follow him, regardless. His sense of smell is still reliable." Erza suggested. Lucy then tried to get into Wendy's sack, though she was too big to do so, much to her sadness.

"I have a bad feeling about this…" Carla narrowed her eyes. Wendy nodded. "Carla's usually right about things like that."

The six then ran after the Dragon Slayer, eventually having to walk up a slope. A few minutes or so later, they reached the top to see a victorious looking Natsu in front of some plants.

"Aha! Found them!" Natsu roared.

"That was fast…" Gray noted. They then caught up with Natsu and Happy as they started to pick some of the plants up.

"Now then, let's pick these babies and go—"

 _"ROOOOOOOOOOOAR!"_

 _"Ale?"_ He and Happy looked up. NRG and others did too, viewing the massive figure of a Blizzardvern, a mountain variant of a Wyvern that was white and gray in appearance. It flapped its massive wings, blowing the two away a fair distance.

"Oh, a Blizzardvern. If I recall, they're herbivores." NRG explained. Natsu growled in response. "And I guess those things are its favorite food?!" NRG nodded. "Then it's trying to keep them all to itself!" Happy retorted with a shocked expression. Gray then started to generate ice in his hands.

"Then let's take it down! Blizzardvern scales catch a hefty price on the market, after all!" The ice mage grinned. Natsu then started to grin as well, lighting his fists on fire. "Perfect! Then let's snatch both of these bounties!"

"Ben, distract the Blizzardvern! Lucy, Carla, the rest of you should stay back." Erza flashed to her Lightning Empress Set. "As Ben starts to take the blunt hits, we'll go and damage it. You'll find a chance to go get the plants."

"Yes, Erza-san!" Wendy nodded, slipping out of her fur sack. NRG sweat dropped. "Why am I suddenly the meat…I mean, metal shield for…?" He then took off the holster, setting it down next to him.

"Wait… Isn't this the most dangerous position…" Lucy mumbled. Erza then gave the blonde a cold stare. "Nevermind!"

"Now then… Ben, go!" Erza commanded as she pointed at the Blizzardvern. NRG sighed, before jumping in front of the big lizard. "Hey, over here!" NRG shot out a blast of radiation. The big lizard managed to dodge by jumping to its side.

The Blizzardvern flew up, and then lunged its claws down towards the metal alien. As NRG blocked it with his arms, he pushed it back into the air. As it regained its balance, it then started to rapidly flap its wings.

"My turn!" Natsu yelped as he jumped into the air. He then generated a large fireball in his hands as he glared at the large creature.

 _ **"** **Fire Dragon's Brilliant Flame!"**_ Throwing it in the Blizzardvern's direction, the air pressure that it exerted caused the attack to fly over to Wendy and the others, who were nearly roasted by it.

Gray then generated an ice blue circle, stopping a fair distance away before activating his spell.

 _ **"** **Ice Make: Saucer!"**_ Creating a saw blade made of ice, it first rode on the snow, before leaping into the air and towards the Blizzardvern. To NRG's annoyance, it flew back, landing right in front of Lucy, whose eyeballs practically popped out because of how close it landed.

Erza then leaped up, aiming her lance at the beast. Flickering a red circle, she shot out a few bolts of blue electricity. To her surprise though, the Blizzardvern quickly flew out of the way, leaving NRG and the others in its path instead.

"Ah crap!" Natsu and Gray then dropped to the side. NRG turned around, only to see the bolts coming right at him. "What?!"

"Ben, look out!" Wendy yelled out to him. Unfortunately, it was too late, and NRG was electrocuted by the magic. The metal alien then fell to the ground, grumbling in pain.

"Well…that's…one weakness for NRG, I guess." He deadpanned from within his suit. Erza gasped in response, concerned for Ben's condition, before being forced to defend herself from the Blizarrdvern's claws. Bouncing off her generated shield of electricity, it charged at Gray.

NRG took a moment to get up, rubbing his head in discomfort. Turning back to the white lizard, he watched as Gray started to freeze the leg he was holding.

"Natsu, Erza, Ben, now's the time!" Gray yelled.

"Right!" Natsu and Erza acknowledged him. Erza released another set of bolts, while Natsu slammed a fire fist on its head. NRG then shot a large dose of radiation at its chin.

"AH! Got it!" Lucy and Wendy cheered. But then…

 _ ***Ruuuuumble* *Ruuuuuuuuuuuumble***_

Turning around, their jaws dropped. "An avalanche?!" They yelled in shock.

Happy and Carla flew over to pick Wendy up, leaving Lucy and the others to fend for themselves. NRG tapped the Omnitrix dial as Natsu and the others rode on the fallen Blizzardvern.

As the massive amount of snow ended, Gray and Erza stood up. "Everyone, are you all okay?" She asked, looking around for everyone's presence. Natsu was seen on the Blizzardvern, which was enough for his motion sickness to kick in.

"Well, that was probably expected." Gray shrugged. Wendy and the cats watched from above. "Hey, where's Ben?" The blue cat wondered.

The group then started to search for the brown headed boy. Eventually, as they started to look around, a flash of green caught their eyes. Heatblast shot a burst of flames, but he started to sink, as his flame body was starting to melt the snow. Lucy was also recovered, and with a bunch of the herbs in hand, but…

* * *

 **…**

The next day…

It was now the day of Hanabi. As expected, the town of Magnolia was expected to be one of wondrous celebration, however, at a certain blonde's apartment…

 _"Achoo…!"_ Lucy sneezed. Natsu and Happy stood in front of her. "You're not going, Lucy?"

"The cherry blossoms in Magnolia are reeeaaal pretty, you know!" Happy added. Lucy sniffled. "Well, I want to go, but…" Unfortunately for her, she got a cold. As the two left, they felt sympathetic for the stellar mage. Lucy cursed herself for forgetting to dress appropriately for that Mt. Hakobe mission…

* * *

 **…**

And then!

"Eh? She got a cold?" Gray blinked as he took a sip from his cup. Juvia looked over to the fire mage. "Is it bad?"

"Yeah…" Natsu nodded. "Her face was all flushed, and she was sneezing all over the place." Happy confirmed.

"And she was looking so forward to this…" Wendy mumbled. Erza folded her arms. "Wait, why did she catch a cold for?"

"You really ought to know…" Ben and Carla sweat dropped at the redhead's obliviousness. As they continued to discuss the condition of Lucy, Happy suddenly got an idea. "Oh, I know!" The cat then turned to Wendy, who was sitting next to Ben. "Wendy can use her magic to heal her, right?" Wendy smiled. "Well…"

"Wendy already did." Ben answered for her. "I also used some seeds from Wildvine and Swampfire to help her cold even further." Wendy nodded to add to his proof. "Lucy-san should be better by tomorrow."

"Ah, tomorrow, huh…" Happy murmured as he bit into a fish. As the rest of the guild sat under the falling cherry blossoms, from atop a platform, Mira request for everyone's attention.

"Okay everyone! It's time for our annual Hanabi Bingo competition!" She yelled out to everyone. She then took out a Bingo sheet, with everyone starting to cheer as they stood up and walked closer to the front. Makarov grinned, pointing to a spin wheel.

"We've got a grand lineup of prizes for you all this year as well!" He promised. "Give it your all, and maybe you'll win one of them!"

The guild members then took a bit of time to each get a Bingo slip. Ben and Wendy looked at the slips of paper with expressions of surprise. "Bingo, huh… I haven't played this since…forever!"

"Oh, really? I…actually don't have much experience with this, to be honest." Wendy giggled sheepishly. Ben understood why she said that. "Well, then let's use this time for the both of us to catch up then."

"Okay then, is everyone ready?" Mira called out to the crowd. Everyone then responded with Happy's signature "Aye sir!". Mira then instructed everyone to open the slot in the middle. Ben and Wendy looked around. They could tell that everyone was excited for this, so that encouraged them to use this event to its fullest.

"Okay then, let's Bingo!" Mira gestured to the spin wheel. "Let's go for the first spin!" Makarov smiled, activating a lacrima. It then caused the wheel to spin, gaining speed for a few seconds, before landing on the number…

 _ **"** ** _24!_ "**_

"Yeah! First number!" Cana grinned as she pushed her finger into another hole. The slot machine span again, revealing the number…

 _ **"5!"**_

"Hell yeah, it's a man!" Elfman roared. Ben was grumbling, because so far, he was getting none of them. As the competition continued to go on, more and more of the other members started to fill in their slots. Wendy patted him on the back, as she was starting to get some herself.

"BINGOOOOOOO!" Erza suddenly yelled. She then lifted her card up, revealing a left diagonal of 5 slots. Mira then rang a bell. "And Erza's our first winner!"

Joyously running up to the front, Erza had a look of anticipation on her face. "S-So… What do I win?" Mira giggled, before taking out a mass of grass, to which all the members of Team Natsu recognized.

"That's…" Gray chuckled. Ben and Wendy laughed a little as Erza deadpanned. "What the hell?! That's the herb that we just got from Mt. Hokabe!"

She then noticed a dreadful stench derived from it. It seemed to be a little worse than Swampfire's. "And it's wilted already!"

"Whelp, guess it's because of the sudden exposure to a different environment." Makarov shrugged with a goofy grin. Erza fell to her knees in comical despair.

"Okay then, next number!" Mira announced. The slot wheel spun again, revealing the number…

 ** _"68!"_**

"Alright! Bingo!" Cana stood up with a victorious grin. Macao and Ben barked at her. "What the hell, I didn't even get one!" Wakaba chuckled. "Guess you guys don't have what it takes!"

"Urgh, just two more…" Carla sweat dropped. Ben laid on the mat. "At least you guys have some…" Wendy chuckled a little while looking at her own Bingo sheet. She had four of them so far, while Carla had three.

Happy sighed. "The prizes are disappearing really fast… I was hoping to get one for Lucy as a present." He said. Ben glanced at him with a curious expression. "If only, huh?"

 _ **" Bring me 115!"**_

"BINGOOOOOOOOOOOOOOOO!" Levy, Wendy, Juvia, and Elfman roared. As Ben was just about sit up, he quickly fell back down due to Wendy's ferocious announcement. Gray clicks his tongue. "Craptastic…"

"Four at the same time, ho ho!" Makarov chuckled. "Alright then, let's see who gets the prize by have a short impromptu performance?" He then suggested.

"Eh?!" All of them darted their heads to the old man. Mira then held to tickets up. "The prize for this is an amazing three days and two nights for two at the luxurious Akane Resort!"

"Oho…" Levy blushed a little in response. Jet and Droy seemed to be going crazy for the offer, probably because they could possibly have a chance to be alone with the Letter Mage.

"Akane Resort?! I'll get it as a manly present for Sis then!" Elfman clenched his fists in excitement. Juvia and Wendy were blushing furiously at the mentioning.

"That means I can be alone with Gray-sama for three days and two nights…" She drooled in delight. Wendy held her cheeks, with a little steam rolling off from her head. "Three days, two nights… Maybe…"

Glancing at Ben, the Omnitrix wielder blushed in response. He knew what the Dragon Slayer was thinking, but he wasn't exactly imposed to the idea of going to the Resort with her.

 _'Then, will it be a…d-date?!'_ The two of them thought. Ben then rose an eyebrow. "Oh, that means they finally finished the repairs…"

* * *

 **…**

A little while later, now in the middle of sunset!

"I can't believe you actually won it, Wendy…" Carla was astounded. Wendy was blushing immensely due to embarrassment, now using this opportunity to get a lap pillow from Ben. As he patted her head, Erza was seen trying to restrain herself from interrupting them.

"They really luvvvvvv each other!" Happy rolled his tongue. Ben was tempted to shoot the cat with one of the Blue Waves, but he couldn't exactly deny it either. He turned his eyes to see Juvia crying her eyes out to Gray in a comical fashion.

"I'm so sorry, Gray-samaaaaaaaa…" Gray sweat dropped.

A little prior to this, as promised, the four winners had to perform an impromptu performance.

Naturally, Elfman tried to show his manliness, but that just ended up scaring a bunch of the populace as a result of using his Take-Over forms. Levy wasn't sure what would count as a good subject, so she tried to do a puppet show, with the puppets made from her magic.

Juvia of course was just filled with the desire to be Gray's girl, so she shamelessly made a water float with Gray's face, exaggerated details and any. Gray ended up doing a spit take in response, which caused a major shock to Juvia's eyes. The water construct ended up soaking a whole bunch of people, so that was out of the count.

And finally, it was Wendy's turn. Just like Levy, she wasn't about what to do. Thinking for a moment, she then got an idea. Smiling, she waved her arms about, generating a few magic circles in the air.

Beginning to dance, the circles lit up, generating swirls of winds that glowed different colors. Ben's mouth went agape as he and the crowd watched her extravagant performance. Carla snickered, taking a picture of the youth's breathless expression. She would eventually use this to her advantage.

After she continued to dance for a few more minutes, Wendy finished, posing in front of the crowd. She was sweating a little, but nonetheless, she received a humungous applause. Mira and Makarov glanced at each other, determining the winner right then and there.

"That was quite the performance though." Levy giggled. Wendy covered her eyes. "Noooo… Please stop mentioning that! It was so embarrassing…"

Ben smiled down at the petite girl while continuing to stroke her head. "That was pretty cute though." Wendy then pouted, sitting up and starting to playfully hit Ben's chest with her arms.

Natsu watched the scene with a quite look. He then got an idea…

* * *

 **…**

Night time…

"Ugh… What's with all the commotion?" Lucy grumbled as she got off from her bed. Opening the windows, her eyes flickered open, devastatingly surprised by what she was seeing.

"That's…how?!" Her eyes then followed the path of a dazzling rainbow of colors. In front of her eyes, was the legendary **Rainbow Sakura** , and in a giant pot for some reason! It was riding on the waterway that was in front of her apartment.

And not just her, all of the passerby were also caught by the awe-inspiring colors of the tree. As the blossoms fell to the ground, Lucy sighed, smiling as she continued to watch the tree of colors pass by…

* * *

 **…**

And then! The next morning!

"Ah, you're well already?" Natsu turned to Lucy. The blonde took up a chair and sat next to him. "Yep! Never felt better! Wendy's magic and Ben's aliens helped me out a lot!"

"I'm glad, Lucy-san!" Wendy clapped her hands together. Ben swallowed a piece of bread. "Good for you, Lucy."

Suddenly, Makarov crashed through the doorway, clearly angered as he stomped on the wooden floor. "Okay, who's the damn dimwit who uprooted the town's treasured cherry blossom tree?!"

Suddenly, Natsu, Happy, and to a point, Ben shuddered. Makarov stepped down the stairs with Erza following him. "The major is absolutely livid! Whoever did, I can't save you this time for God's sake!

"Ah crap…!" Natsu and Happy backed up. Ben whistled a little as he continued to eat. Wendy flicked his forehead in response, earning herself a whimper from the youth, before wincing a little from Wendy's pinching of his cheek.

"That guy…" Gray sighed. Juvia observed his body. "Erm, Gray-sama. Clothes."

As Natsu and Happy tried to run away, Lucy grabbed the two. "Thanks, you guys!" Erza and Makarov started to run down, beginning their assault on the pair… Ben would take a picture of this, to register a new memory for the guild!

 **End of Part 1!**

* * *

 **…**

 **Part 2: Wendy's First Big Mission!**

Returning from another mission, Wendy and Carla entered the Guild Hall. Approaching the request board again, the two began another search. Wendy was now wearing an orange one piece dress, and had her hair done in twintails, with her bangs hanging off. Her hairclips resembled cat ears.

"Meh, none of these look good…" Carla huffed. As they continued to look, Mira came to welcome them back.

"Ah, back already? You two are getting used to the work, I see!" The white head smiled to their now experienced selves. Carla turned around.

"You can say that, but so far she's only taken care of simple jobs that are located in town!" The cat blew Wendy's cover. "Hey, Carla!"

"Well, doing small jobs is good for the experience, so that's a good start at least." Mira started. Footsteps were then heard behind herself, with Natsu and Gray walking together.

"But, shouldn't you try to do some bigger jobs soon?" Natsu suggested. Gray nodded. "Yeah, probably from a distant town at least."

"True… I want to be able to do bigger jobs, and be of help to everyone!" Wendy smiled fiercely. A bunch of the other members smiled at her sincerity.

"Be a help to everyone, eh?" Max smiled. Cana grinned. "So honest with herself, you just can't help but cheer on that brave hearted little soul of hers, compared to some other kid…"

Regarding another youth, as if jinxing the situation, Ben came crashing down from the ceiling, yelling as he flew down. "Incoming!"

Landing in front of everyone, he cursed a little as he laid on the floor. "Grr… Have to work on the energy capacity…" He held up a small device, which had a light green glow to it. The light then dimmed down as a result of power lost.

"Ben!" Wendy crouched down next to him. "You okay?"

"Oh, Wendy…" He slowly got up, rubbing his neck in discomfort. "Yeah, just another failed test run for this thing…" He said as he showed her the device he was carrying.

"So, what're you working on this time?" Mira asked him. Ben turned to face the Strauss. "A multi-functional weapon!" Holding it out, after a few seconds, the middle of the device glowed green again.

"It can be powered by both lacrimas and solar energy. I already designed it to have a melee form, shield form, grappling hook, as well as some other functions, but…just…can't get the darn blaster function to work…" He grumbled. A bunch of the members ended up sweat dropping in response.

"So, what's up?" Ben asked, now putting away the device. Mira then came up to them, holding a paper. "I have the perfect job for you, Wendy-chan."

"Oh, what is it?" Wendy turned around. Mira smiled at her. "It says that they're looking for a wizard that can heal the spirit. The reward is so-so, but I think it's pretty good?"

"That…kinda sounds suspicious." Ben admitted. He, along with Gray and Natsu came up to see. "Er, from Onibus? What kind of request is it this time?" Gray asked.

"Erm, it says _"Thank you very much."_." That caused all of them to flinch. Ben quickly took the paper from her. "It's from Rabian, again?!"

"Wait, oh come on!" Natsu barked. Lucy paled out. "That's where she's going to… _that_ place?"

 _"The play's actors have all run away, and the performances have been a series of failures… My body and spirit are completely worn out. Please make me feel better, thank you very much. - Rabian"._ Ben read out. "That sounds _so_ wrong when you read it out loud like that!"

Gray shuddered from just the mentioning of that name. "Rabian? Who's that?" Wendy asked.

"That damn head of the Scheherazade drama troupe!" Gray growled as he answered. "Who?" Happy asked, trying to remember.

"Remember that play we did?" Lucy recalled. Happy's mouth went agape. "Oh! That play called **Frederick and Yanderica**!" He then remembered.

Wendy was blinking, looking back and forth to everyone around her. Gray then shook his head. "Wendy, normally I don't try to say stuff like this, but don't do this one…"

"He works you to the bone!" Natsu continued to remember the harsh treatment. Ben cringed as well. "He didn't even let the guys go home, and the pay was low as crap!"

"I agree with the boy. Plus, I have a bad feeling about this." Carla looked over to Wendy. Wendy took the paper back from Ben. "Well, even if your intuition is usually right, if I can help…"

"Your good-nature's going to backfire on you eventually! And besides, you can't possibly handle going to an unknown town and try to do a big job like this on your own!" Carla tried to convince the girl.

"Yeah, tell her please, for her own sake!" Ben insisted. Wendy glared at them. "That's not true! I'll go to Onibus, and fulfill this request! Just watch me!"

"Fine then! Suit yourself!" Carla huffed. "I'm not coming with you!"

"W-Wait a minute, don't fight amongst yourselves!" Lucy tried to intervene. "Come on Carla, aren't you being a bit stingy about this? Carla merely turned her back to her, huffing again.

"I. Am. Going. On. This. Job!" Wendy declared. Ben sighed a little, with Mira gasping. "Wait, you're not thinking of going on your own, are you?"

"Yes! It'll be good experience!" Wendy answered cheerfully. Makarov then stood up from the counter.

"Wait, wait! Wendy, you've only begun to get used to how we do things around here. I can't let you go to some far-off place by your lonesome!" He then took a gulp from his mug. "Who's been there before?!"

Looking around, he eyed Happy and Ben. "Happy, Ben!" Both of them flinched. "Us…?" Wendy then grasped Ben's hands, looking at him with puppy eyes.

"Pweaassse…?" Wendy asked him with a cute tone. Ben blushed a little, before averting his gaze. "F-Fine, I'll go." She then hugged him. "Tee-hee! Thanks, Ben!" Happy had an urge to comment on that little cutsy scene, but he was too shocked to do so…

* * *

 **…**

The next day!

"Okay then, we're heading out!" Wendy bowed. Ben was fumbling with his device while Happy was resting on his head. Makarov, as well some of the other members were present as they watched them go off.

"But seriously though, be careful!" Gray warned her. Cana then nudged Ben. "Make sure to keep our little princess safe, ya hear me, prince?" Ben grumbled. "I know, I know…

"Don't do anything unless it is needed to do so." Makarov advised Ben. "This is for Wendy's sake, after all." Ben sweat dropped. "Yes, Master. Though I suspect that I might have to do something eventually…"

The three then started to walk off. As the others walked off, some of them couldn't help but be worried just a bit. "Will she be okay?" Lucy wondered. "Well, Ben's got the arsenal to get them out of any sticky situation, oui." Reedus noted. "It's just a case of two kids going out by themselves…"

* * *

 **…**

At the station!

 **"The train to Onibus is not running! Let me repeat: The train to Onibus is not working!"**

As the trio came to the station, they overheard a train conductor yelling through a speaker. Wendy sighed. "Well, guess this is the first challenge of the day…"

Wendy was carrying her duffle bag, to which Ben assumed was quite a bit of stuff. Ben himself didn't carry much. Just the Omnitrix, the device he was working on, the Blue Waves, but not much else. And Happy had his fish.

"So, what do we do now?" Happy asked out loud.

"Let's walk to Onibus!" Wendy responded, shocking both of the males. "Wait, are you serious?! That's a really long distance!" Happy retorted. Ben face palmed. "I have a plan, because I will _not_ walk there… Follow me."

Wondering where he was going, the two followed him. After walking for a few minutes or so, they eventually reached a cliff side. "Wait, where is this?" Happy looked down to Ben's face.

"A perfectly clear plain of trees! There's nothing that will block me from flying!" Ben nodded while smiling.

"We're going to fly there? Do you have any forms that can get us there by sundown?" Wendy asked the Omnitrix wielder. Ben then raised a finger. "I believe I do so!"

He then rolled up his sleeve, revealing the Omnitrix. "Omnitrix, initiate Life-Form Lock, Command Code 0101, Benjamin Tennyson." He commanded. The faceplate glowed. _**"Life-Form**_ _**Command engaged. Please select an ID."**_

The Omnitrix's core then popped out. Ben took a moment to turn to his chosen alien, and then slammed it down. A flash of green blinded everyone, with Happy being forced to jump off and activate Aera. As it dissipated, Wendy and Happy gazed upon Ben's new form.

He was now a green, bipedal turtle-like alien with eight holes in his shell. He also had large, flipper-like arms and stumpy legs. The tips of his arms had three holes each, which could extend finger-like claws to use as fingers. His eyes were green, with the Omnitrix dial on his chest. The Fairy Tail emblem was on the edge of his carapace.

 **"Terraspin!"** The turtle alien yelled in a sleepy tone. Wendy's eyes flickered. "Oh, that's so adorable!" She then climbed onto his back. "But wait, how can this form get us there?"

"Like this!" Terraspin said. Happy quickly got on as his head retracted into his shell. A small hatch opened, allowing him to see. His fin-like arms became triangular, and his legs combined into a similar shape.

From out of the holes in Terraspin's shell came out powerful winds, with his limbs beginning to rotate rapidly like propellers. Happy and Wendy looked over in awe as they began to fly over the forest of trees, dazzled by the view…

* * *

 **…**

But back at the guild…

"WHAT?!"

Erza yelled. "Another request from the drama troupe?" Lucy nodded. "Yeah. I tried to stop her from going, but the master stopped me…"

"Oh, this is another wonderful opportunity!" Erza then began to practice her vocal lines, shocking the blonde. "I can understand the master's saying, but I can't help but… _worry_ for them…" Her tone got a bit darker as she suddenly got her luggage.

"I shall go after them!" She then declared. Lucy deadpanned. "Wait, why is there even more luggage…wait, is that the dragon? Why do you have that for?"

"I took instead for my reward." Erza answered her. "I always feel enlightened when I look at this wardrobe and its props! I try to play it out by myself too!"

"Really into aren't ya…" Lucy chuckled weakly. Mira then came, running about. "Bad news! The train to Onibus isn't running!"

"I knew it! I have to go after them now!" Erza declared her resolve once more. "Lucy, Carla!"

"Yeah!" The blonde answered. Carla sighed. "If you insist…" The three left the guild, with Erza continuing to practice her vocal lines. They too would reach the forest, but wouldn't know that the other three were flying to Onibus…

* * *

 **…**

"Oh, Ben! It's going to start raining soon!" Wendy sniffed the air. Happy wondered why. "Eh? On a perfectly sunny day like t—"

Immediately jinxing him, a crowd of stormy clouds came over them, causing heavy rain to come forth. Terraspin gasped as the water started to pour on his flippers. "Aw man!"

"I can sense the air currents ya know?!" Wendy stumbled as Terraspin started to descend a bit. "Anyhow, let's find some shelter!"

The Geochelone Aerio nodded, flying down into the heart of forest. As he got to ground level, Happy eventually found a cave in the corner of his eye. Pointing it and yelling out to Terraspin, the turtle alien stopped his limbs from spinning. Landing on the ground with a slight thud, Wendy and Happy quickly got off him and ran for the cave.

Terraspin then followed, holding the Omnitrix as he got in. "Omnitrix, release Life-Form Lock: Command Code 1010 - Tennyson Benjamin." Tapping the core, his body was engulfed by green light, quickly replacing Terraspin with Ben.

"Well, at least we can stay here until it stops raining…" Ben tried to wipe some water off his clothes. "You guys alright?"

"I'm good." Wendy responded. Happy took a moment to flick some water off his body. "Same." He then said, sitting down. Ben and Wendy did the same.

"Ok then, what to do for the mean time…" Ben then took his device out. Now taking a closer look, it had an oval shape to it, being color beige and green and somewhat resembling a badge. Wendy and Happy watched as Ben activated the Omnitrix, replacing himself with Grey Matter a moment later.

"So, what do you call that thing, Ben?" Happy was a bit curious, now that they were stuck. Grey Matter smirked. "Well, it doesn't have a proper title to it yet, but let's see… How about, the **Omni-Tool**?"

"Ohhh, that sounds nice!" Wendy nodded in agreement. As Grey Matter started to tinker with it, he soon facepalmed himself, leaving everyone to wonder why he did so.

"Ohhhhh, that's what's causing to it malfunction! I'm such an idiot!" The Galvan then took a part of the device off as he insulted himself, and started to mutter a bunch of intelligible noise that neither Wendy nor Happy could comprehend. A moment later, after a few whacks from his small arms…

"AH HAA!" Grey Matter threw his arms up. "It's done!" Pressing the Omnitrix dial on his back, he returned to Ben. "Alright, it's finished!"

"Is it finished now? Lemme see!" Happy tried to grab it. Ben quickly lifted his arm. "Wait a minute. I have to test it out first."

Rolling his right arm sleeve up, he placed the device on top of his hand. Wendy and Happy then watched as the Omni-Tool wrapped itself around his wrist, similarly to the Omnitrix, but giving the user a glove to cover their hand. Ben then stood up, aiming his hand outside the cave while holding a fist.

"Deploy, _Energy Saber_." Ben uttered. The green core then lit up, generating a long wrist blade made of green energy. As the youth smiled, he picked up a fairly rounded rock. Tossing it into the air, he did a slash, cutting it in half. The Dragon Slayer and car 'oohed' at the sight.

"Perfect. Retract." The blade then dissipated. "And now… Deploy, _Power Gauntlet_!" The Omni-Tool began to open up, wrapping around Ben's hand, and going up to its forearm like the Blue Waves.

"Oh, that's like…" Wendy noticed. Ben nodded in response. "Yeah, but this time…" He then aimed at a large boulder outside the cave. In the middle of his palm was a green circle that then lit up, before send a blast of magic power towards it blowing it up.

"Nice, gauntlet function works!" He then ordered the tool to go to normal mode. "And now, the final testing will be…" He then pressed the green core.

"Deploy, _Energy Dispeller_." The back of the Tool then opened up, generating a mounted blaster that wrapped itself around Ben's forearm. Aiming it at another boulder, a holographic reticle formed. Ben then aimed and fired it, launching out a steady stream of energy bullets.

Holding his arm as he did so, it created a bit of recoil as he fired. The projectiles eventually reached the boulder, destroying it with several shots. As he stopped firing, Ben extended his arm into the air.

"Yes, finally!" He grinned. Returning back to normal, Ben pressed a button, taking it off. "Well, now that it's finished…" He then grasped Wendy's hand, placing it on her palm.

"Eh?" The blue head blinked. "You're giving it to me?" Ben winked at her. "I never had a chance to properly give you a gift for when you joined the guild. Take it, it's a gift from me to you!"

"Like a wedding gift? You really do luvvvvvv her—" Wendy quickly equipped the Omni-Tool and shot Happy in the face, blushing red as she did so. Ben chuckled sarcastically. "That's all you, cat."

As Happy laid on the ground, the Omni-Tool returned to Standard Mode, in which it was simply a watch like form. Ben made sure to create an actual time function, as well as other passive uses as well.

As the three continued to go with their activities, another group was in another part of the forest, though not in the dry location of a cave, but inside a certain clock spirit. They were obviously uncomfortable with what they had, too bad for them!

* * *

 **…**

A few hours later, now in the middle of sunset...

"Oh, the rain's finally let up!" Happy jumped up into the air. The three were now viewing the forest from a nearby cliff side, with a brilliant sunset shining against them.

"Yeah, but it's starting to get dark…" Wendy frowned a little. "I guess we're going to have to camp out tonight." Ben glanced back to the cave.

"Well, we can sleep in the cave, but the problem now is…" Everyone's stomach growled at the same time. "…Food."

"Augh, I wonder if there's anything to forage around here…" Happy muttered as he jumped onto Ben's head. The brown head then looked up, causing the cat to almost fall off.

"Oh, I see fish!" Ben smiled. Happy looked up, only to gasp. "Wait, Ben, don't—" Unfortunately for him, Ben already activated the Omnitrix, flashing into Gutrot. Happy landed on his rear as he and Wendy watched the chemical alien generate a dosage of gas.

"Well, there you have it, folks!" Gutrot nodded as he folded his arms. One by one, fishes with wings dropped down to the ground, with Happy sighing a little. "Ben, do you even know what those things are…?"

Gutrot shrugged. "Well, yeah. They're called Winged Fish, right? Freed told me that they come by here for their migration route. This is the season where flocks of Winged Fish come to lay their eggs at." He then pointed up to the air, watching hundreds of Winged Fish fly above them.

Wendy crouched down, picking one of them up with her hands. "Can you eat these?" She wondered. Happy frowned. "Heck no! They're really gross… I, along with the others tried them before, and we paid the price…"

"They can't be that bad, can they? Maybe it's the way you cooked them. You guys probably broiled them or something, right?" Gutrot said, reverting to Ben a moment later. He then activated the alien device, transforming into Echo Echo.

"You guys have to get creative with how you cook them!" He then split into 2 copies. They then tapped their dials, transforming into Wildvine and Swampfire. Some several minutes later, they used a splendid amount of cooking styles to create dishes for them. Both plant aliens were able to create mixtures of spices and other things, so it was enough for them to create various creations.

"And there we have it!" They then placed several dishes in front of the two. Using Wildvine's tendrils as plates, they were used to house a variety of dishes made from Winged Fish. And to be honest, the two were actually stunned by the appearance.

"That looks good, actually!" Happy and Wendy drooled a bit. The aliens took a moment to revert to Ben, before joining in with them. Ben then bowed. "Bon appetite…"

Taking what seemed to be…pizza, everyone bit into it. Ben was fine, but…

"…Oh." Wendy and Happy's faces turned blue for a moment, before walking away. "There's…some berries and nuts, right?"

"Aye…" Happy groaned as they went off. Ben seemed to be enjoying his slice, and noticed they were walking off. "Huh? Hey, this isn't bad! Guys?" The two decided that Ben's taste buds were strange. Back at the guild, a certain green haired rune mage sneezed, as if someone was speaking of him…

* * *

 **…**

The next day!

"First the mountains, and now the desert…?" Happy croaked as he tried to fan himself. Despite riding on Terraspin again, he and Wendy were practically cooking.

"At least you're not using any effort. It's worse when you have to fly and suffer the sun's agonizing heat all over your carapace…" Terraspin popped his head out. Wendy chuckled a little. "Well, at least we have a breeze coming over to us…"

"A breeze like this is not what I would consider one as…" Terraspin sighed.

As the three continued to fly through the scorching hot desert, Wendy sniffed the air again. This time, she gasped. "Oh no! There's a sandstorm coming by!"

"EH?!" Both Terraspin and Happy did a spit take. From afar, a pile of sand started to swirl, creating a devastating large tornado. "Oh come on! Is there even _one_ place that isn't piled up by random acts of destructive nature?!"

"Quick, fly away Ben!" Happy ordered. Turning around, Terraspin began to fly as fast as he could. As they began to escape the wrath of the cursed sandstorm, from afar…

"Huh?" Lucy looked up. "Hey, that's…!"

"Lucy-san?" Wendy and the others dropped to the sandy ground. Terraspin landed on the floor, tapping the Omnitrix dial a moment later. "What're you here for?"

"Well… Erza, Carla and I were trying to follow you guys, but…we have a problem right now…" She then pointed down. In a pile of quicksand was Erza, who was sinking with Virgo.

"Hello." Virgo greeted the other three, despite their problems rising. Or lowering, in this case. Wendy was happy to see Carla, who merely huffed in response.

 _'Tsundere…'_ Both Ben and Lucy thought. Turning back to Erza, Ben quickly readied the Omnitrix and slammed the core, replacing himself with Nuerolizard. Extending an arm towards her, his eyes glowed green, with Erza and Virgo's bodies doing so as well.

He then tried to use his telekinetic powers to pull them out, but he noticed that he was having some difficulty. "Ugh, why are you guys so heavy for? Erza, are you carrying something?!"

"Urk… B-But my luggage…"

"DROP IT! We can pick it up later!" Lucy barked at the red head. Crying out tears, she reluctantly let go of her carriage, with her and Virgo springing out of the sand almost immediately afterwards. As Nuerolizard let them down onto the sand, everyone turned to look at the raging sandstorm.

"Oh. I completely forgot about that." Nuerolizard rubbed his head. Wendy ran forward. "I got it!"

Running forward and stopping a few dozen meters away from the force of nature, Wendy inhaled for a few seconds, spawning a sky blue circle.

 _ **"** ** _Sk_ y Dragon's Roar!" **_Releasing her attack, it took out the tornado within record time. Nuerolizard whistled for her as he reverted back to Ben.

"Wendy…" Carla was surprised by her selfless act. As the other members came to congratulate her for her efforts, Ben quickly got to building a vehicle for everyone to ride in.

"Okay, I need…" Slamming the core, everyone turned around as Echo Echo revealed himself. Pressing the dial again, he split into 5 aliens; Heatblast, NRG, Jury Rigg, Water Hazard, and an unfamiliar alien.

Having a humanoid body that had crab-like claws for hands, he had a magnetically floating metal head which levitated in an arch between his shoulders, however, it was still bonded to his body as wherever his head went. His head was metallic silver in color, and had green eyes. His body was mainly colored black and yellow, with the Omnitrix dial on his chest. The Fairy Tail emblem was on his left arch.

 **"Lodestar!"** The newly revealed alien yelled. Aiming his pincer like arms downwards, they projected magnetic pulses into the ground. Everyone stumbled once a large amount of metallic particles rose from the ground, forming together. Heatblast and NRG shot their projectiles together, forcing the materials to come together.

As it formed into one lump of hot metal, Water Hazard cooled it off, spraying it with a dose of water. Now at a more reasonable temperature, Jury Rigg cracked his knuckles as he started to mangle with the skewed piece of metal.

"Well, I can't break this, but I can definitely make something from this!" Taking out a hammer from…somewhere, the alien gremlin started to whack the piece of material, somehow making a metal cast of a vehicle.

"There!" All of the aliens morphed back into Echo Echo, and merged back into one. Echo 1 then pressed the dial again, becoming Upgrade.

"Alright everyone, all aboard!" Splattering himself against the metal, it began to form a hovercraft. As everyone jumped onto it, Upgrade blasted off into the distance…

* * *

 **…**

And finally… Onibus!

"…What."

"Hello! Hello! Thank you very muuuuuch!" Rabian peeked from the curtain way. Ben was twitching an eye as everyone else watched in disbelief.

"Wait, why's he happy for?" Happy's jaw dropped. Rabian smiled at the crowd.

"Well, I made up with my performers, so the play will be able to go on without any problems now!" He explained the situation. "Thank you very much!"

"So, went through all of that for nothing?!" Lucy was about to scream. Erza was still sobbing for her luggage. "And I went through the trouble of digging all of my props up…"

Everyone dropped to their knees in exhaustion. Ben and Wendy then notice Natsu walking towards them, but he suddenly dropped down to the floor as well. Rabian then clicked his tongue. "Hey!"

"His attitude changed!" Wendy noted. Ben growled.

"Falling asleep in front of my theatre is going to hurt my business! Hey, you there!" He then pointed to Wendy. "Get rid of these sludges! This'll be a big job, so I'll be sure to pay with you with a _big_ reward…"

Ben finally snapped. "Sludge…eh?" He then grinned as he activated the Omnitrix. Flashing green, Pesky Dust took his place. Wendy eyed the fairy form and started to adore it greatly, until the Nemuina flew in front of Rabian.

"What do you want?!" He barked. Pesky Dust snickered as he released his dust towards Rabian, causing the short man to fall asleep. He then placed a hand on his forehead, causing the theatre owner to start screaming.

"No, no! GET THAT DIRT OFFA ME!" He yelled while snoring. Pesky Dust laughed as he flew back to Wendy. "Ha, worth it!" He then reverted back into Ben.

"What did you do to him?" Carla asked. Ben shrugged. "He called us sludges, so I put him in a dirty dream, literally."

Looking back to everyone, he sighed. "Well, so much for your first big job." Carla shook her head. "I'd say it was a success. Everyone was worried for Wendy, but in the end she proved to be useful towards them instead."

"R-Really?" Wendy looked down towards her companion.

"You've done a good job. You should be proud of yourself." Wendy was a bit unsure of herself. Ben chuckled sarcastically as he folded his arms behind his head. "Well let's get these depressed guys back home."

"Yes!" Wendy then along with him. Everyone was groaning from their tiresome situation. Wendy would remember this as her first collaborative mission with her dearest friends…but…ONWARDS!

 **End of Part 2!**

* * *

 **…**

 **Part 3: The 24 Hour Road Race!**

"…Mira, did you seriously make these? Why am I not surprised…" Ben looked down at two pairs of uniforms. The white head giggled as he, along with Wendy and Carla looked down.

"Yep! What better type of clothing to wear for the 24 Hour Road Race?" She clapped her hands together. "Come on, you two will look so cute in them!" Wendy picked up the first part of her uniform, which was a white shirt with blue accents. "Oh, I like the material that made this!"

"Right? I can't believe I was able to get such a good deal on that as well!" Mira nodded. Ben then picked his top up, which was a long sleeved shirt with green accents. "Green and blue, huh? Trying to match us with our signature traits or something?"

Mira giggled. "Well, it can't hurt to wear them for this one occasion, right? Please?" She and Wendy then turned to him. "This kind of material is really easy to move in! Come on, Ben!" Wendy insisted.

"Okay…" Oh, just to let everyone know, the three were in the guild hall, so Ben and Wendy went to the restrooms to change. As Ben closed the door to his stall, he looked at his entire uniform once he put it on.

Along with the long sleeved top, it came with white shorts with green accents, with sneakers of the same color scheme. Black shin high socks were paired with them, which made the Omnitrix wielder frigidly remember about the time when he had to cross-dress…

Exiting from the restroom's exit, Ben came back to see Wendy with Mira. She was now wearing the matching uniform, and had her hair tied in a ponytail with her bangs hanging down. Her socks were knee high instead, compared to his.

"Oh, you two look so adorable!" Mira hugged the two of them together. Both of the youths struggled to breath within the white head's bosom, so they hurriedly tried to escape her grasp. As they did so, they sighed. "W-Well then Mira-san, we need to get going now. Jason-san is waiting for us."

"Geh, Jason…" Ben twitched an eye. Mira giggled as she walked out with them…

* * *

 **…**

Now at Magnolia's starting point: Magnolia South Park!

Gathering in front of a starting point located in one of Magnolia's parks, Ben and Wendy arrived, appearing in front of Makarov. The old man was with Jason and Mira, who were acting as the commentary for this year's race.

" _Cool! It's that time of the year again, folks! The grand race is here once more!"_ Jason yelled with his enthusiastic voice into a lacrima microphone.

 **"Fairy Tail's Annual All-Wizards Mandatory Participation 24 Hours Road Race!"**

 _"I, Jason, will be providing commentary from the play-by-play! This is going straight to the Weekly Sorcerer, folks!"_ A small lacrima that showed the viewpoint of a lacrima camera focused onto Jet.

 _"And here we have our champion! The unbeatable titleholder for this grand event, Jet!"_ He clenched a fist. _"Rumor has it that this competition is to compensate for his uselessness on missions!"_

"Hey!" The speed mage barked.

 _"Just rumors though! Juuuussst rumors."_ He reassured the Shadow Gear member. Gray and Elfman turned to the speedy runner with grouchy races.

"This guy… He thinks this year's going to be a complete chore for himself again." He clicked his tongue. Natsu grinned. "This year's gonna be different though, just watch me!"

"Whenever someone says that, something _always_ happens to that person." Gajeel retorted. Ben snickered, thinking Natsu was going to go blazing in on him. To his disappointment though, he merely smirked.

"But this time, I got's me a secret weapon!" He confirmed. Gray rolled his eyes. "Secret weapon? So childish…"

"I wonder where we're going to have to run to." Wendy tried to look above the crowd. Ben shrugged. "Doesn't matter if I can go XLR8 though."

"That's cheating though, isn't it?" Wendy rose an eyebrow. Ben then pointed to Jet. "Well, there's a guy that literally has _Jet_ Magic, soooo…" Wendy shrugged as well, acknowledging his point.

"Everyone's really revved up, though." Lucy noted as she looked around. Happy floated next to her. "Well, no one wants to get the punishment, after all. Last year was pretty horrific if you asked me."

"Punishment?" Ben and Wendy turned their heads towards the blue cat. Interrupting them though…

 **"Okay everyone, quiet down!"**

All the participants turned to Makarov, who was standing on a wooden platform. A floating speaker was next to him as he spoke.

"Fairy Tail wizards! A mage is created by the strength of mind, plus the conditioning of the body! I want you to utilize those factors to the maximum for this year's competition!" He encouraged.

"Do smarts really have anything to do with this?" Elfman asked. Gray nodded. "This is pretty much a contest of endurance if you ask me." Makarov ignored the two as he started to explain the rules.

"The rules are simple! Let's go over them, one at a time!" He then coughed.

 **"One!"**

 ** _"As fast as you can from the start line, you will travel to Mt. Ivor! This year, I have left Wyvern Scales at the top of the mountain. The goal is to take one of those scales, and return in twenty-four hours! No dropouts allowed!"_**

"Pretty simple." Natsu grinned. Makarov then huffed a whiff of air from his nose. "However…"

 ** _"This year, I am imposing two new regulations for this year's competition, from both myself, and the urging of many."_**

"Well, spill the beans then!" Gray yelled out. Makarov nodded, holding out a finger.

 **"Rule two!"**

 ** _"First, and foremost! Flying magic is forbidden from being used in this competition! Any other magic is allowed!"_**

"Geh…" Both Happy and Evergreen flinched from that statement. Ben was now starting to worry about the second regulation, to which Wendy and Carla were starting to assume.

" **And rule three!"**

 _ **"As per the request of every single person in this town, Benjamin Tennyson is not allowed to use any of his flying forms, as well as Cannonbolt. And most importantly; the use of XLR8 is forbidden!"**_

"WHAT?! Every person voted for that?" Ben then looked at Wendy with a look of suspicion. The blue head was whistling a little while averting her gaze. "Wendy…"

"Well, that's because it wouldn't be fair! I'm pretty sure XLR8 is faster than Jet anyways!" The Dragon Slayer and cat tried to protest against the Omnitrix. Ben tried to protest, but he then stopped, thinking of an idea.

 _'Well fine then… I guess I'll use_ him _then!'_ He grinned.

 _ **"And of course, any person who comes in last place will suffer a punishment, harsher than any torture technique known to man!"**_

All the members of Fairy Tail; save Ben, Lucy, Wendy, Carla, Juvia, and Gajeel, shivered in response to Makarov's words. Macao sweat dropped.

"I swear, he's doing this because he's looking forward to ushering a punishment of his choosing, isn't he…" He sweat dropped.

"Please don't remind me, Macao…" Alzack pleaded.

"Well, as long as you don't come in last place, right?" Gajeel tried to logic it out. Erza then smirked as she walked in between the guys.

"Then what's the whole point in the competition then? I compete to win, after all." She was basically challenging the iron mage as she flashed to a running uniform. It consisted of a red top, a red and white visor with shades, and orange shorts. Ben and Wendy chuckled weakly.

"She's really going for it, ain't she…" Ben looked over to the redhead, who was now stretching. Wendy nodded. "I'm still curious about the punishment…"

"Er… I'm not going to ask why… But why?" Ben gulped. Wendy then gave him an unsettling smile, causing the youth to momentarily freeze in place.

 _"Okay now, it's finally time for the event of the century to start!"_ Jason yelled. _"Everyone, to the start line!"_

As everyone approached the white starting line, Jet glanced back to Levy. "Levy, watch my blazing start!" The Letter mage stuck her tongue out. "As if I have time for that!"

"He's just trying to be cool for your sake." Lucy whispered. Levy then chuckled. "No, no, Lu-chan. I don't mean it like that, I literally am saying that I couldn't watch him from the start if I wanted to…"

Lucy wondered what she meant. Interrupting her thoughts however were the starting of the countdown by Makarov.

 _ **"** ** _Re_ ady!"**_

Wendy watched as Ben put on his grinning face. "Ben, what're you going to do…" The boy merely glanced back to the blue head as he activated the Omnitrix. As he was about to slam the core down, Makarov shot a blast of magic.

 _ **"** ** _GO_ OOOOOOO!"**_

"Let's do thi—"

 _"Lightning staaaaaaaaaaaart!"_

Jet then blasted off, leaving everyone in his dust. Since Ben was behind him, he was launched back. "Let's go!" The speed mage howled as he started to run off. Lucy and Levy fell to the ground as well. "…S-See, Lu-chan?" The blonde coughed. "Yeah…"

As the two sat down, everyone else started to run. Natsu pissed everyone off by using his magic as boosters, causing everyone to get rowdy as they started to chase both Jet and Natsu.

Ben's group stood up as well, with Ben grumbling as he rubbed his head. "That little… I'mma coming after you!" He then slammed the core down, blinding the girls around him for a bit as a new form revealed itself.

Taking on a feline-humanoid appearance, this alien sported a black suit-like color scheme. His hands, legs, part of his head and chest were colored blue. Around his green eyes were mask-like fins, along with a triangle shaped nose. Wearing a gray and green shirt, he wore black and gray shorts along with it. The Omnitrix dial was located on his chest, alongside the Fairy Tail emblem on his shoulder.

 **"Fasttrack!"** He yelled in a slightly high pitched voice. Zooming off in a similar fashion to XLR8, he left a speeding trail of blue and black, much to Makarov's dismay.

"The kid really takes advantage of the words I say…" He groaned. After being surprised by Fasttrack's surprise appearance, Wendy and Carla began their jog as well, leaving Lucy and Levy behind.

"Ah crap! We gotta go!" The two then started to follow them, because they were in last place at the moment. Lucy couldn't bear to imagine the things that Makarov would present as a punishment, so for now she decided to just go and run…

* * *

 **...**

 _"Oh, what's this?! Jet's already passed far into the lead!"_ Jason yelped. As the lacrima screen passed by, he cheered. _"And behind him, well, in 2_ _nd_ _, is Natsu!"_

"HAAAAA!" Natsu and pretty much the entire crowd roared as they continued to sprint towards Mt. Ivor. As they continued to do so, the zipping of footsteps caused everyone to glance behind them, only to shudder at a pair of menacing green eyes.

 _"OH!"_

 _"What do we have here, everyone! Approaching behind Erza and Gajeel's huge pack is none other than a blue and black cheetah-like creature! Is that who I think it is?!"_

"Tsk, and I here I thought we would have a chance!" Gajeel growled. Erza did so as well as they watched Fasttrack pass by them. Not even a few seconds later, Natsu's eyes popped out as he felt a slap to the back of his head.

"The bloody hell! Who did that?!" Everyone one then pointed to the area in front of him, prompting the fire mage to do the same. The only thing he saw was a blur of blue.

"Ben! You lousy crapper!" He barked. Fasttrack merely smiled as he ran. Jason and the other commentators watched his breakthrough.

" _So Mira-san, what do you have to say about this current situation?"_

 _"Well… Jet and Ben are so fast… That we can't even film them…"_

It was true. All the lacrima footage could get was the dust trail and speed trails that Jet and Fasttrack left behind. Mira then cracked a calm, but dangerous smile.

 _"Also… I feel slightly… uncomfortable with a certain shapeshifter. I wanted him to wear a certain thing while running, but since he's not in his regular form… I wonder what problem I should give him after this…?"_

Jason shuddered, but also shouted in excitement. Fasttrack shivered as well. "Why do I feel that Mira's going to do something to me after this?" As he continued to speed onwards, another dust trail was spotted in his line of vision.

 _"Oh, looks like the Null Fairy is catching up to Jet! Will these two duke it out in a test of magnificent speed?!"_

The speed mage turned his head. "Crap! Ben's here! Come on Jet, don't let the one thing you're good at be beaten by a little kid!" He then flickered a green circle under his feet.

 _ **"** ** _Hi_ gh Speed: Power Boot!"**_

Blasting a wave of wind behind him due to his power up, Fasttrack was pushed back, causing him to trip and fall. Rolling for several seconds, the Omnitrix started to time out, with the dial flashing green as he stopped. Reverting back to Ben, the youth grunted as he rubbed his head, shaking off the pain as he stood up.

"That guy…" He grinned while sweating. Looking down at the Omnitrix, the hourglass face plate was currently red, signaling that the piece of alien tech was in Recharge Mode.

"Well, guess I'll be running in my human form after all." He smirked as he started to run. As he looked up, it was nearing sunset as he ran up a mess of rocky terrain. He was nearing Mt. Ivor's domain…

* * *

 **…**

Back with the others!

"Freed, you son of a horse!" Evergreen barked. She, along with Bisca and Max stumbled onto her fellow Tribesmen's rune traps. The green head bowed slightly.

"Well, at least I made a way for all of you to get out." With a snap of his fingers, piles upon piles of thick books appeared in front of the trio. Max and Evergreen frowned upon picking some of them up.

 _"Practice Questions for the Magic Four-Wheeler License Exam?_ " The sand mage blinked. Bisca did so as well when she picked another book up. "And _"Practice Questions for the Level 3 Four Elements Sorcerer Qualifications"_?"

"In order to get out from these runes, you must answer all the questions correctly. Tally-ho, everyone." He then faded away in a mess of runes, leaving the three to suffer…

It wasn't just Freed. Everyone was free to use their magic to hinder their opponents. Whether it be Gray's magic to create a floor of ice to slip on, or to simply beating your enemies who were in your way, the wizards of Fairy Tail were basically free to maneuver through the competition however these pleased.

"Everyone's getting hurt…" Wendy's face turned to a sad expression as she and Carla ran across Mt. Ivor's rocky road. "But… I guess that's what makes this competition so interesting?"

"Hardly. I suspect that they're trying so hard because they don't want to be the one to face the punishment." Carla assumed. The two were still wondering what it was, since they never did get to hear it from Happy.

Back at the guild, Jason and the others start to notice movement coming from the top of Mt. Ivor.

 _"Oh-ho?! What do we have here, movement from the top of Mt. Ivor! Could it be?"_

The lacrima drone then noticed…

 _"Yes, it's Jet! But where is Ben Tennyson at?! Did Jet prove to be the fastest of the fast?! Anyhow, the pre-race speculation was deemed right, as Jet is the first to reach the summit!"_

Following the speed mage's movements, Jet skidded a little as he stopped in front of some of the Wyvern Scales that Makarov mentioned. Picking up one from the ground, he grinned as he turned around.

"Score!" He yelped as he began to dash down. Jason and the others watched as he started his trip back, with none of his speed diminishing as he ran down. As he did so, he eventually encountered Ben, who was halfway up.

"Heya, too bad sucka!" He grinned as he sent a dust cloud into the boy's face. The Omnitrix wielder coughed a little as he swiped some of the foundation away.

"Had to rub it in my face, did he…" He sweat dropped as he continued to run. A minute or so passed as he reached the top. The lacrima cameras caught his presence as he took one of the scales.

 _"And our next person is indeed the Null Fairy, Ben Tennyson! But the question now is; can he make it back before Jet does?!"_

"Should I go Fasttrack again? Or is that too unfair to everyone?" Ben wondered as he ran down. "But wait… Isn't this becoming like…"

Smiling, Ben decided to go down in his human form. Thinking of a certain story he heard, he suspected that a certain speeding mage would do something just like in that tale. Mira and Jason watched the boy's expression.

By now, sunset was ending, with dusk coming to take his place. As Ben descended down the mountain path, it was until a bit later that he started to see remnants of Fairy Tail's members, and more specifically…

"GO GO GO!" Natsu barked. Ben could hear the loud mouth coming from a mile away, and not because of his flaming fists. Suddenly thinking of a mischievous plot, Ben hid behind a boulder as he slammed the Omnitrix's core down.

As Natsu started to ascend upon the Mt. Ivor's terrain, he stepped on a rock, causing a flash of green to activate. The Dragon Slayer's eyes widened as his bodily movements started to slow down.

 **"W-h-a-t…t-h-e…h-e-c-k…?!"** He slowly said. As he was sustained in the field of green, a certain clock alien snickered as he walked away, making sure not to get heard.

"Ha, let's see who comes and knocks him out now!" Clockwork smiled as he reverted back into Ben. Popping the Omnitrix core out once more, he slammed it down, replacing himself with Wildmutt after a flash of light engulfed him.

Roaring, the Vulpimancer continued his descend down Mt. Ivor, and by going down the rougher parts, not the smoother pathways that he and Jet initially took. A few minutes pasted, and another mage came by: it was Gajeel! As the iron mage came up, he then noticed Natsu in his state of slowed action. "What the hell?"

Since the field was covering the narrow pathway, Gajeel was forced to knock Natsu off the course. Punching him to the side, the field dissipated as Natsu let out a cry. "Sheesh, that kid loves to mess with him, doesn't he."

Natsu continued to shout out in pain as he tumbled down the mountain side. His shrieks would echo out for a few minutes, with all the incoming members freaking out a little as they came by for their scale…

* * *

…

Time passes… and now… twilight.

"…Okay. Pretty sure I can take it easy now. Even he can't catch up to this hunk for a while, along with those slackers." Jet grinned as he sat down. Leaning against a tree, his eyelids start to lower as he goes into a slumber.

 _"The first day has nearly passed! Where is our Jet? Has he ran so far ahead that we can't even track his location?! Stay tune, folks~!"_

Nearing the next day, the members of Fairy Tail continued on through their journey. By now, all of them had gotten their individual scales, and were now descending down. The scene now zooms to Wendy and Carla…

"Seriously though, who was that screaming for five minutes straight when we were going up the mountain?" Carla sighed. Wendy wondered who that was as well, but she had the aching suspicion that it was…

"Well, I have a hunch that Ben had something to do with it…" She guessed. Her memories then dwelled back to a few hours back…

* * *

 **…**

Wildmutt was jumping through the forest trees. Swinging from branch to branch, he was reminded of his first encounter with Vilgax's drones. He remembered that he was doing the same exact action, before getting detected by those hunking, floating pieces of junk scrap.

As he landed on the floor, he rushed into a bush. It was too late for him though, when he finally discovered two individuals behind it. The one in front shrieked in response to his appearance.

 _"KYAAAAH!"_ Wendy shrieked. Swiping her arm, she instinctively activated her magic, slapping Wildmutt across the face with as we will now call it: " _ **The Sky Dragon's Aero Sweep"**_.

"Well, so much for not being afraid of the dark." Carla commentated as she stopped in front of Wildmutt. "Look, it's your boyfriend of all people."

"A-Ah… Eh?" Wendy was covering her ears with her eyes shut. As she heard the cat speak out, her eyelids shot open as she turned her face to meet Wildmutt's slouching body. The Vulpimancer whimpered as the Omnitrix dial flashed.

"…Ow. Talk about reflexes…" Ben muttered as he rubbed his cheek. Wendy quickly pouted as she crouched next to him.

"Ben! Don't scare me like that!" She scolded him. Ben shook his head as he sat up. "Well, I was trying to avoid the others. How many people are behind you guys?"

"Enough to ensure that we don't get last place." Carla merely answered. Ben decided to take her response for granted as he stood up.

"You already have you scale, right?" Wendy asked him. Ben nodded, taking the white piece out from his pocket. "You're not far off, so you two should be fine."

Nodding, the two waved away to him as he ran off. "Well, back to the drawing board."

"Yes!" The two then continued to Mt. Ivor… But upon coming to it, a shocking shriek scared the two of them for a moment… Wendy could've sworn she heard snickering from far away…

* * *

 **…**

 _"The second half has begun! The goal is still Magnolia South Park, so let's check on our contestants! It's the break of dawn, so what better time than now to do so?!"_

The lacrima cameras began their tracking, displaying several images back to Jason and company. _"And we have our players in hand!"_

 _"First off, we have Ben running back to town. He's far passed from the others, just like Jet, but where is our speedy champion?! Our cameras can't catch him anywhere!"_

Running quickly to the park, Jason and the others wait in excruciating excitement. "And who's behind our prodigal youth?!" Zooming back to some other racers, Jason grins. "And we have Erza and Gajeel neck to neck, along with some others straight behind him!"

Ben's vision now caught the view of Magnolia Town. "Nice, Magnolia Town's straight ahead! …But where is that crapper, Jet?" He then started to look around. If he was already this close, then that must've mean that his theory was right.

 _'Even better. He's probably behind, and I'm perfectly in the lead!'_ He smiled. But suddenly, surprising him…

 _ ***BOOOOOOOOM!***_

"Ale?" He said in a blank matter. Turning around with dot eyes, his pupils contracted with fear. "Holy crap!"

 _ **"** ** _B_ EN TENNYSOOOOOOOOOOOOOOOON!"**_

 _"Oh?! What do we have here?! Coming from afar, we now see…JET?! And what's more, a bunch of the contestants are hanging onto him!"_ Mira giggled as she watched through the lacrima.

"THAT DAMN BRAT!" Natsu roared. Ben could've sworn it sounded like Godzilla. "You trapped me in that damn field, and caused my ass to get knocked off the mountain!"

"And not only that, he laid traps all over the place!" Gray suddenly said, appearing beside Natsu and Jet. "Look at what he's done to my pants!"

Gray's lower part was spiked to the bone with pricks and thorns, Wildvine's dirty work. He had tripped on a thin vine during the middle of night, which caused him to get splinters and all other sorts of nasties on his bottoms. He used Ice Make to cover his front, but the stripper was still angry at the youth.

"I can't believe I fell asleep for so long though!" Jet growled. "It's like that damn story! The freaking **Unicorn and the Monkey** or something!" Ben growled as he turned back.

" **TORTOISE AND THE HARE** , DOOFUS!" He barked back. His whole body suddenly shivered as a familiar red head came into the crowd. Now desperate, he ran into Magnolia's stone grounds.

"Benjamin Tennyson! You shall pay dearly for getting mud all over my outfit!" Erza growled with a menacing smile. She reminded herself of the moment when she was back in the forest.

In her memory, it was around half an hour before dawn. Even Erza didn't have the greatest of visionary alignment, despite having the fake eye that was provided by Porlyusica. As she ran in the forest, since there were no traces of magic, she fell victim to a pit that Armodrillo created. Cleverly hidden by using the local grass, she fell in. It didn't take her long to get out, but she was clearly disgusted by the fact that Ben mixed the bottom of the place with Stinkfly goop.

Ben was able to do so since the lacrima cameras were unable to spot him. So he decided to exploit the opportunity, along with the rest of the shenanigans that he plotted.

 **"And here we have it folks! The finale is approaching us here in Magnolia South Park! We have our leading contestants rushing in, and with Jet being** _ **behind**_ **! What a surprise!"**

Now in sight of the goal gate, Ben let out a last spurt of energy, sprinting with all his might. All of the individuals did so as well, but as he was a few dozen meters away, he noticed a lump in the ground that caused one of the tiles to raise up. Dodging it by skipping that one step to the side, the goal was meters within his reach.

"VICTORY WILL BE MINE!" Everyone behind Ben yelled. As they ran past the lone stuck up tile, it was Natsu that unfortunately tripped on it, pushing down everyone. As they did so, a certain cat that was hanging onto the hat of Jet was flung forward, landing on Ben's head the moment he was about to touch the goal, so…

 **"WE HAVE A WIN…NO,** _ **TWO WINNERS**_ **FOR FIRST PLACE!"**

"Cool! I won, and by a landslide!" The cat grinned as he raised a paw in victory. Ben sighed, before smirking. "Well, what's done is done."

"Congratulations, Happy, Ben!" Mira smiled at the two. "And Ben, I appreciate you finishing the race with the outfit I provided. Such a good boy!"

Ben sweat dropped. "Oh…yeah, totally." He felt like he was on the verge of being punished, so he didn't dare dwell into the problem. He and Happy then turned around to see Natsu and co. on the ground with blank faces of disbelief.

 **"Goal! Our winners for this year's 24 Hour Endurance Race are Ben Tennyson and Happy! History has been made everyone! Make sure to drill this into your hearts forever!"**

As Jason commentated on the victory of Ben and Happy, Natsu and the others merely stood there with shocked expressions. Ben was wondering why the others didn't cross the finish line.

"The damn cat of all things…?" Gajeel was bamboozled. Erza sighed, before smiling at Jet. "Well, it's a good ending at least."

"Bah. I'll let'em have the win this time." Jet smirked. As the five stood in rising spirits, Ben and Happy watched as Wendy and Carla passed them. The five then reacted with shocked looks once more.

"Oh! Wendy, Carla!" Happy and Ben smiled at the pair as they reached the goal as well. Jason rolled his tongue as he grinned.

 **"GOAL! And here you have it, ladies and gentlemen! Coming in second is Wendy, and third is Carla!"**

The four were then given flags signaling their placings. "The top three spots are occupied by this group of four Fairy pretties! Not to mention, everyone's rising couple!" That last remark caused both Ben and Wendy to do a spit take, blushing immediately afterwards.

As they were about to protest, everyone looked back to see the crowd of Fairy Tail members gather towards the goal line. Ben gasped, as he noticed that many of them were looking desperate.

"What?!" Natsu and Gray croaked. Erza and Gajeel did the same. "They don't want to face the punishment!" Jet quickly turned around. "Quick, we gotta make it to the—AAAAAH!"

But it was too late. The crowd ran over them, causing a major stampede over everyone but Erza, who managed to cross the goal line in time. After a few seconds, everyone but Natsu, Gray, Gajeel, and Jet were behind the goal.

 **"Oho! It looks like this battalion of wizards all crossed the goal line at once! That leaves only these four unfortunate Fairies to cross! Who's gonna be the victim for this year's punishment?"** Jason yelled.

"Good thing we passed…" Levy and Lucy sighed in relief. They giggled at the sight of Erza with them. "That was some quick thinking, Erza."

"Even _I_ don't want to face the punishment." She admitted. Juvia and Happy then walked to the front.

"Gray-sama!"

"Natsu!"

 _ **"** ** _H_ IGH SPEEEEEE—WHAT?!"**_

"Oh HELL no!" Natsu, Gajeel, and Gray grabbed onto Jet, causing the four of them to pass the goal line all at once. Jason and some of the passerby watched with disbelief.

 **"G-Go-Goa-Goal! The four of you crossed at the same time! Coming in last, incredibly, is Natsu, Gajeel, Gray, and Jet!" Jason revealed. "We know who's gonna get punished this year!"**

"WHAT?!" All four of the males barked. Makarov held a smug face as he walked up. "Heh."

"Are you prepared?!" The guys tried to protest, but the old man would hear none of that. "Nope! There are no do-overs for jobs, so no do-overs for this either! Take your punishment like men!"

"Urgh…fine! What's it gonna be, Gramps?!" Natsu decided to man up as he walked forward towards the old man.

"There ya go! Now then, I'll announce this year's punishment!" He then took out one of the Weekly Sorcerer's magazines, volume 25 to be exact. It had a title cover with Mira on it.

"The Weekly Sorcerer?" Ben and Wendy blinked.

 _ **"The four of you will do a super-embarrassing photo shoot for the next two weeks! You'll all be present on the front cover for that issue's release!**_ _ **The entire thing will be a magnificent piece made of twenty pages, along with an exclusive one-week interview!"**_

That caused all of the guys to pale out. Ben and Wendy were surprisingly giggling, much to Happy and Carla's surprise.

"Now then, let's go choose the clothes that all of you will be wearing!" Jason proposed. Immediately responding to him, the four ran off, prompting the reporter to chase them.

"Wait!" He begged them. Makarov then turned to Ben. "Ben, capture mission!"

The youth saluted as he activated the Omnitrix. Slamming the core, he turned into Echo Echo and split into four copies. "XLR8 squad, initiate!"

Pressing their dials, they all transformed into XLR8, and zoomed off to chase the four. Jet's magic was no opponent for the Kineceleran squad's speed, so he, along with Gray, Natsu, and Gajeel were captured effortlessly and brought back.

As they apprehended them, Happy then floated to Makarov. "So, what's the reward for first place?"

"Reward? Everyone's cheers and laughs! That's the best thing you could ever get!" The old man chuckled. Wendy and the rest of the crowd laughed as he sank to the ground in despair…

"NOOOOOOOOOOOOOOO! DON'T DRESS US UP IN THOSE FRILLY-ASS SKIRTS!"

"QUIET!"

* * *

And there you all have it folks! This chapter is now complete!

So, a question for all of you. If I were to say, implement an alternate Ben in Edolas, would you like it if I did so? Let me know in the review section! Once I get to the Arc, I'll tally up your votes like for the winner of the Miss Fairy Tail Contest!

 **REGARDING THE BIG CHILL THING!**

 _ **This will be my final decision. I**_ **will** _ **be doing**_ **something** _ **about it, but I won't reveal it to you folks until I actually release it as a chapter. So, this is the end of the Necrofriggian time-conspiracy. Capiche?!**_

And another question; which do you prefer: Natsu and Lucy, or Natsu and Lisanna?! Let me start a war for you folks, but don't be spamming me! My notifications can kill a student ya know!

Anyhow, that's all I wanted to say. Next chapter, Gildarts and the intro to the Edolas Arc! I'll give you all some days to tell me your suggestions. So for now, I'll take my leave!

Once again, I request for you all to rate/review this story. It gives me a chance to communicate you with all, and gives me inspiration!

So, without further ado, I'll see you all later! Thanks for the continued support for this story! Check out my To Love-Ru story if you have some time!


	39. Metal Helmet! New World! (Edolas 1)

What's up everyone! I got in the mood to make another chapter, so here we go! Let's see what you guys have first, but first things firsts! Welcome back to the Null Fairy!

Regarding our pairings for the fate of our fiery Dragon Slayer, I'm surprised that it's a draw so far. So, another chapter for you guys to decide! I'll wait a little longer for that. A lot of people want an alternate Ben though, so that's a thing.

So, onto the actual reviews.

 **Mimi Pina Poo:** That's a nice suggestion! I'll do so in the next chapter then~! Thanks for your review!

 **Nexus240** : I gotta watch a playthrough of it again… (I lost my own copy) to get a full feel for it. Not to say that I'm opposed to it, but I wanna be fully prepared for it. Thanks again for your suggestions!

 **Osomi Eithr:** True. I always wondered why the Earthland counterparts never got a chance to interact with their other selves, besides people like Lucy, Natsu, or Erza in the matter.

 **Ben 10.000:** I just like it when he transforms back. I literally am in love with the transformation sequences, not just instantaneous morphing. Or do _I_? Thanks for the review!

 **Average Person** : Thanks, I hoped you enjoyed it! Haters will be haters, get on with whatever you're doing, right? It just means you're well known.

 **Dndkeg:** Ben's stomach is now fully resistant to all sorts of weird food! Courtesy of Max! Ho ho! I'll try to fix the errors if I ever get a large amount of time to do so, thanks for your PM!

 **Mega float guest:** Well, alternate Bens can appear anywhere really. I mean, look at the Heroes United Crossover. That could pretty much apply to any Ben from any universe, as there's always a way to the Null Void in there.

 **Roger** and **Tiny Rick** : Ho ho! Thanks for the reviews though!

 **Sean Bruce:** Good to hear from you again. I'm all for Gildarts fighting Ben, but it won't happen till a little later. Fighting Knightwalker could be interesting too… Are you trying to suggest a yandere Meredy, heh heh…

 **Traveler-who:** 3ds browser? I haven't heard that in years… Thanks for your ideas, once again!

 **Guest-Questioner:** YES! LET THE SHIPPING WARS START ONCE AGAIN, NYAH HAH!

 **tomahawkESP:** Nice suggestion! But…you really want Pantherlily to fall for Rath? Idk, Rath might kill him if he does that.

And thanks for all the other reviews! Now, enough with all the standstillish crap attacks! Let's get to the story already!

And as always, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading to you all! Holy crap, over 50 reviews in a few days! Thanks again for over 800 reviews, 125,000 views, and your continued support! Cheers!

* * *

 **Chapter 39:** _Metal Helmet! New World! (Edolas 1)_

 **…**

"Ah… Today's great… No shenanigans from Natsu and company, I completed another job, and none of my inventions have blown up on me today! Nothing bad could possibly happen!" Ben stretched as he sighed with content.

Passing by the waterway, he began to hum as he walked along the edge. Some of the boaters that transported goods by canoe passed by. "Don't go too close to the edge, Ben!" They warned.

"I'm okay, I'm ok—"

 _ ***SMACK!***_

Glancing to his side, Ben's face met the full force of a thrown door. Falling into the waterway, the canoers panicked a little from the splash they heard, but sighed in relief once the Omnitrix wielder floated to the top. Ben spat out some water as he climbed up.

"Okay, that was my bad." He admitted. He really did have a bad habit of saying stuff that could be jinxed by the Universe. "Now then, who the bloody hell was that…"

"Ah, I'm so hungry! Let's get something to eat, Happy!" Natsu yelped as he gallantly stepped out of Lucy's apartment. The cat chuckled weakly. "Did ya have to break the door open though…?"

"Did _you_ have to fire it at me?!" Ben pointed to the two. The Dragon Slayer gulped nervously from Ben's Psuedo-Erza glare. "A-Ah, Ben! W-What's up man?"

Ben wasn't going to have that. Taking out one of the Blue Waves, he shot Natsu's face. "Damn flame brain…" Natsu laid on the floor, his leg twitching in the air. "Happy, bring him to the guild."

"A-Aye sir…" The cat nodded. Dragging him by his scarf, Ben rubbed his cheek in irritation as he joined Happy to the guild. "Well, _now_ this is the daily life in this town…"

* * *

 **…**

Now inside the guild, Ben and Happy met up with Lucy, who was already inside. "Ah! You got him out?" The blonde hoped.

"No… He kicked your doorway into my face." Ben responded with a deadpan tone. Wendy walked up to her companion. "Here, let me have a look." With a glow of her magic, she placed her palm on Ben's cheek, healing the swollen area.

"Thanks, Wendy." Ben nodded the Dragon Slayer after poking his cheek a few times. Wendy smiled in response. Right as Natsu was about to chow down on something ( _He was awake now_ ), Warren and Max crash through the door with exasperated looks on their faces.

 _ **"** ** _HE_ 'S BAAAAAAAAAAAACK!"**_

Ben and the others lifted their heads to the sound off of many bells. "What's that sound?" The blonde blinked.

"The bells are ringing?" Wendy and Carla were interested in what was going on now. Ben looked around, only to find smiling faces everywhere. "Uh, guys? Mind filling us in on what's going on?"

Natsu grinned, running up to the second floor veranda with Happy. "The bells are ringing… That means…!"

"Aye!" Happy responded. The new members continued to observe the excited reactions of their fellow guild members.

 _ **"** **GILDARTS HAS COME BACK!"**_

"Gildarts?" All of the new members responded with a curious tone.

"Who is he? I've never met him?" Lucy looked around. Ben and Wendy nodded in agreement. "Is he a mage of this guild or something?"

"Yes. He's Fairy Tail's _strongest_ wizard." Mira smiled. That made Lucy flinch. "Even more than Erza?!" The red head shook her head. "Me? I can't even compare the difference between him and I. We're that far apart in strength."

"Really? He sounds like an amazing person then." Wendy stood up. She and the rest of the group continued to watch the crowd go wild. "So, what's with the hectic celebration?"

"Yeah, what gives?" Ben turned to Mira.

"Well, it's only natural for everyone to celebrate. It's been…three years since he came back, I reckon?" She tried to remember the exact amount of time that had passed.

"What? What was he doing, an SSS-Class mission or something?" Ben dared to assume. Mira nodded. "Something like that."

Looking over to the request board, everyone did so as well. "There are quests above the level of S-Class, designated properly as SS-Class Quests. And…above those, are even more dangerous ones, the One-Year and Ten-Year Quests." She explained.

"Ten…years?" Lucy sweated. Erza folded her arms. "They're called that because nobody's been able to complete them for more than ten years. They're legendary quests which are almost suicidal in a way."

"And I assume that this Gildarts fellow took one of them, and is now returning because he completed it?" Ben glanced over to her.

"Maybe. Maybe he came back for other reasons, but he's alive and well it seems. That's all that matters." The red head smirked. "However, the one that Gildarts went on was even _more_ difficult than that."

"…No, don't tell me…" Wendy and Carla gulped.

 _ **"** ** _A_ One-Hundred-Year Quest."**_

"That's crazy!" Lucy held her face in astonishment. Ben was really interested in meeting this "Gildarts", and as they continued to discuss the nature of the suicidal quests, alerts were soon heard throughout the town.

 _ **"** ** _M_ agnolia will now transform into Gildarts Shift! We repeat: Magnolia will now transform into Gildarts Shift! Residents, please move to your designated areas!"**_

"Gildarts Shift? Some kind of town movement? Isn't this going a little overboard?" Carla sweat dropped as she hovered next to Wendy. "I wonder what this Shift is all about…" Wendy let out a nervous smile.

"You'll know if you look outside." Erza smiled. Lucy and the others walked out to the front entrance, only to do spit takes as they watched as the town literally rearranged itself to form a single, linear path.

Buildings rose, others moved around. It was a large puzzle moving out of the way for a single line that lead to the guild's entrance. "Holy crapbaskets!" Ben was astounded by the mechanism of the town's movement.

"It split in half!" Lucy barked. Mira and Erza giggled. "Well, that's because Gildarts uses Crush Magic."

"Crush Magic?" Ben turned back from his surprised look.

"It turns anything he touches into bits…literally." Mira shrugged with a chuckle. "If his mind wanders about, he may end up walking straight through people's houses on accident."

"A big oaf with the most dangerous magic known to man then…" Ben laughed sarcastically. "So they rebuilt the entire city with this in mind."

Waiting in anticipation, everyone's eyes turned to the guild entrance, as a magnificent shadow enters through. Everyone expected the heroic person to make a grand entrance, but Ben noticed that the older man was looking around the place with confusion obviously displayed on his face.

Gildarts was a tall, muscular man with shoulder-length orange hair. Wearing a long, black, high collared tattered coat, dark pants were visible from underneath. He had a sack worn around his torso.

"…Eh…?" Gildarts walked forward. Natsu immediately tried to challenge him, but was ignored. Walking up to Mira, the white head smiled at him.

"Welcome back, Gildarts." She greeted the taller man. Gildarts looked down at the teen with a neutral expression.

"Oh. Excuse me miss, but there's supposed to be a guild called Fairy Tail around here, isn't that right?" He asked the Strauss. Mira nodded. "Yes! This is the place. Oh, I'm Mirajane, if you forgotten."

"Mira…?" Gildarts squinted at her, trying to compare the image he had of her three years ago to the one presented in front of her. His eyes then widened. "Oh! You've really changed! Ha, my bad! Oh, and the guild's all brand new as well!" He darted his eyes around.

"He didn't notice it from the outside?" Lucy retorted with a weak chuckle. Ben shrugged. Natsu ran up to him. "GILDARTS!"

"Oh, Natsu! Been a while!" He turned to face the pink head. Natsu grinned as he leaped towards the orange headed man. "I told you to fight me!"

"Whelp, he's gonna get smashed." Wendy watched as Ben activated the Omnitrix. As Natsu was about to fight Gildarts, the older man simply grabbed him and twirled him around. Spinning him, he threw him up to the ceiling. Before he could reach it though, he stopped midflight.

"Agh…" Natsu was about to vomit. Everyone turned to a now presenting figure that held an arm out. "Geez, you really ought to stop doing stuff like that, Natsu." Gravattack sighed as he let him down.

Gildarts took a moment to look at the planet alien. "A new member? Since when did we have a golem in the guild?" He wondered. "Ah, doesn't matter! It just makes this place even better!"

"You haven't changed at all though, old timer." Gray grinned. Elfman nodded. "A Man among Men!"

"More faces that I need to look forward to." Gildarts smiled. Makarov yelled out to him, giving the Crush Mage a chance to walk up to him. "Oh, Master! Long time no see." "How'd the job go?" He asked. Gildarts smiled as he placed an arm on his hip. Humming for a bit, he grinned. "Hah, it's no good. Impossible for me." He laughed nervously.

Everyone displayed looks of shock, but Makarov sighed in response. "Well, at least you came back alive. No one's ever come back from that job alive!" He grinned.

Gildarts grinned. As Gravattack reverted to Ben, he yawned as he started to walk away. "Whelp, I wanna get some rest. I'm heading home, if you don't mind."

As he took some steps, he turned to Natsu. "Natsu. Come over to my place later. I got some souvenirs!" He then turned around. Natsu stood up. "Yeah!"

"Now then, excuse me…" Walking towards a wall, it literally broke apart the moment he walked into it. Warren gasped. "Come on man, use the door!"

Natsu grinned. "I wonder what he got for me? Happy, Lucy, Ben, let's go!" He then punched an exit for himself. "God damn it, Natsu! Don't go copying him!" Max barked.

"I probably don't wanna go… But, is Gildarts really close to Natsu?" Lucy wondered as Ben transformed into Clockwork. Happy nodded. "Yeah! They're like night and day if ya ask me!"

"But he only comes back once in a while though, doesn't he?" She turned to him. Happy nodded. "Yea, he came back a little after I was born." As they continued to talk, Ben eventually finished with the repairs.

"Happy, let's go!" He called out to the cat. Happy ayed, and flew over to Ben, who was starting to walk over to the entrance…

* * *

 **…**

A few minutes later, Ben and Happy caught up with Natsu, who was in front of Gildarts' home. Opening the door, Happy and Natsu yelled out.

"Pardon the intrusion…" Ben whispered as he joined them. Gildarts turned to the trio. "Ah, you're here. Oh? You've brought a guest?"

Walking up the man, Ben nodded. "Benjamn Tennyson. I'm a new member of the guild. I was that creature that prevented Natsu from crashing into the building." He extended an arm out. Gildarts shook it. "Oh! I see, nice to meet you!"

"So, what's the souvenir?" Natsu sat down. Gildarts and Ben turned back to Natsu. "Well, putting that aside, I ought to ask." Gildarts started. "How have things been with you and Lisanna?"

As he said those words, Natsu's expression, as well as Happy, dampened. "Oh, embarrassed! Ha ha, it's alright to tell this old timer!" Ben could tell that Natsu wasn't kidding around though.

 _ **"…** **Lisanna died. Two years ago."**_

"Died", was the word that shocked Ben and Gildarts. "…Really? Oh… I see. Now wonder why Mira looked so different from her usual self." Gildarts held a hand to his face. "Sorry, Natsu."

"Well, if that was wanted to talk with me about, then I'm leaving." Natsu turned around. Before he could though, Gildarts sighed. "Natsu, one more thing…"

 _ **"** ** _I_ met a dragon on the job."**_

Natsu gasped. "But… I don't think it's the dragon that you're looking for. Not that red fellow called Igneel you mentioned. The one I faced was a black dragon."

"W-Where?" Natsu stepped forward. Gildarts sat up. "At the holy mountain, Mt. Zonia. I failed the job because of it." Immediately, Natsu turned around. "No, Natsu. What can you do?"

"I'll ask it where Igneel is, obviously." Natsu answered. Gildarts shook his head. "You can't, it's already gone. It flies around the continent, probably around the world if you ask me."

"But there still might be a clue!" Natsu barked. Gildarts sighed as he stood up. Ben watched with a hesitant look as Gildarts unraveled his cloak.

"Natsu…look. Look at what he did to me." Revealing his injured body, Ben and Natsu gasped. Gildarts' left arm and leg…were gone, and replaced with prosthetics.

"That dragon got me in a flash. It took my left arm and leg, and some of my internal organs too." He then wrapped the cloak back around his body. "I don't know what kind of fellow this Igneel guy is, but even though that black dragon was sentient…it's one thing. An enemy of humanity."

"And plus…a human can't beat it." He sighed. Ben gulped. "So…only Dragon Slayers have a chance at doing so?"

"That's what he's probably thinking, and I won't stop it. But…" Gildarts glanced at Ben. Natsu, furrowing his brows, growled in anger. Running out of the door, Happy attempted to follow. Gildarts called out to the cat though.

"Happy." The cat turned around. "Give Natsu your support, yeah? A human can't beat it, but a dragon might be able to." Taking a moment to drill those words in, Happy flew out, leaving Ben and Gildarts.

"So, you're a new member, eh?" Gildarts turned to Ben. "You're a Take-Over mage, just like Mira!" Ben blinked, before turning back to him. "Oh, yeah."

Ben was thinking about that Dragon. If it was _sentient_ , and Gildarts lost parts to it, it must mean…that there were at least _some_ lingering pieces of DNA left on Gildarts. Thinking about it for a bit, Ben decided to go for broke...

"Uhm, I know this might be wrong to ask, but do you mind if I do something?" Ben gulped. Gildarts blinked, before acknowledging him. "Sure. Whatcha have in mind?"

Stepping back, Ben extended his left arm towards him. Gildarts noticed the Omnitrix, and then looked back to Ben. Ben breathed in, before uttering something…

" _Omnitrix, perform area scan for uncatalogued sentient DNA."_ He ordered. The faceplate lit up, with the core popping out a moment later. _**"Command confirmed. Performing area scan. Please hold."**_

Lifting his arm towards the ceiling, the Omnitrix let out another wave of yellow energy. It came into contact with Gildarts as it zoomed out, before coming back. As the scan completed itself, the Omnitrix beeped.

 _ **"…** ** _U_ ncatalogued DNA sample detected.**_ _ **Scanning…now."**_ Aiming his arm once more at Gildarts, the Crush mage blinked as rays of yellow scanned the parts that the dragon tore off. Ben gave the man a hard expression until the scan ended.

 _ **"** ** _A_ lien DNA sample acquired. Please register new sample to an ID."**_

Gildarts was surprised to hear the device speak. As a text box appeared, Ben inputted a name for the newly acquired DNA. After typing it out, he confirmed the screen, causing the core to pop back into the device, glowing green soon afterwards.

 _ **"** ** _I_ D: Dragon confirmed and registered to playlist eight." **_The Omnitrix's faceplate then dimmed to regular levels. Gildarts stood up at the word. "Kid, what did you just do?"

"Well…lemme give you the breakdown…" Ben decided that it was alright to trust Gildarts, so he explained his origins and the Omnitrix. After doing so, the older man cupped his chin. "I see… Well, lemme see that form then why don't ya!" He suddenly suggested.

Ben blinked. "Er… You serious? Won't I get attacked? You said that the dragon's huge, right? It'll cause a scene so, sorry." He smiled sheepishly. Gildarts laughed. "Ha! Well, alright then."

As Ben started to walk out, Gildarts stood up. "Can you watch over Natsu too? He's a guy with a one-tracked mind. Look over him for me, yeah?"

"Sure thing!" Ben smiled. Exiting Gildarts' home, Ben looked down at the Omnitrix. Activating it, he scrolled over to his new alien. It was the hologram of a large dragon. He could see the differences between it and a wyvern, and as much as he wanted to try it out, Ben decided to wait.

He didn't want the guild to go berserk after all.

* * *

 **…**

The next day onwards…

The day was…gloomy to say the least. A harsh rain welcomed itself to Magnolia, and because of that, many members of Fairy Tail were discontent with running a job. Many of its members stayed in the guild hall, trying to find some way to satiate their boredom, which in this case, was by doodling on a sleeping Natsu's face.

Ben was currently one of the members who were spending his time with actual deeds. Tinkering with a blueprint, Ben was currently sitting with Levy, who was attempting to translate ancient Harukan.

"This character translate into this…" Because of how concentrated she was, the Letter Mage tied her hair into a wild ponytail. Ben was also grumbling about some design flaws for a new invention he was working on. Jet and Droy passed by, wondering what the duo were doing.

"Hmm? Whatcha two working on?" Jet asked. Without looking up, the two responded.

"On translating poetry written in ancient Harukan." Levy revealed. Ben grumbled, but then answered as well. "Correcting some measurements for a new invention I'm making…"

"O-Oh…" The two sweat dropped from their standing spot.

Lucy and Wendy were discussing about the missing Dragons, and the Date July 7, 777. As they did so, Happy came up to Carla with another fish.

"I hate fish." She said with a more irritated tone than usual. So, because of that, Happy tried to…

"Oh. Well, what do you like then? I can get that for you in—"

 _ **"** ** _Be_ quiet!"**_

She raised her voice as she did that, surprising Lucy and Wendy. Happy flinched, and watched as Carla jumped off the table they were currently on. "Stop hanging around me, you dolt."

"Carla… That was a bit harsh." Wendy commented on the female cat's harsh tone. Carla huffed. _'Happy… There's no happy situation for something like this!'_

Happy, while a bit disheartened, chased after the white cat shortly afterwards. As he did so, Ben stood up, seemingly satisfied with whatever he was drawing out.

"Excellent… Hm? Wendy, Lucy, what's up?" He then walked to the two. They looked at him, and then pointed to Happy. "Oh. Carla giving Happy the cold shoulder again?"

"Well, she's been a bit harsher to him lately. Can you go check it out for me?" Wendy requested. Ben shrugged. "I'll see what happens then." He then activated the Omnitrix, and slammed the core down, morphing into ChamAlien.

Slithering out from the guild hall, he began to follow Happy as he turned transparent. As the blue cat stopped Carla, ChamAlien stalked from the rooftops.

"Did I do something wrong…or something?" Happy asked with a sad expression. Carla, who looked back, sighed. "No… What I mean is, is that you can't protect Natsu."

"Wha…? But…" Happy tried to say. Carla looked up to the rainy sky. "I will protect Wendy."

"I can protect Natsu too! I'm his partner, after all!" The blue cat tried to protest as he began to follow Carla once more. As he said that, she stopped, and this time, turned back.

"No, you can't. A cat like you, who doesn't even know who he is, what can you do…?" She muttered as she walked away once more. Happy merely stood with a dumbfounded expression. ChamAlien continued to follow her for a while, with the cat stopping in the middle of town.

 _'What's gotten her all riled up?'_ He wondered. He then noticed Wendy starting to yell out Carla's name. As Carla continued to walk, she eventually came across Wendy. "Carla, there you are!" The white cat looked up to her partner. "Wendy… You're gonna catch a cold if you don't use an umbrella, you know."

"Well, so will you." Wendy bended her knees. Pouting, Wendy frowned a bit. "You know, we're still new to the guild, so you ought to make some good relationships with some of the other guild members, you know?"

"No need for that. As long as you're here, it's enough for me." Wendy sighed. As they continued to bicker with one another, ChamAlien started to recognize an invisible figure within the rain.

 _'So…he's back.'_ Jumping down from the rooftop he was on, Wendy and Carla heard the splash of water that came from his landing. As he reverted his colors, the figure in the opposite direction uncovered his magic revealing his appearance.

Wendy and Carla then looked over to him. "Who's that?"

"I'll let him do the introductions." Ben folded his arms with a smile. "Right, Mystogan?"

As Mystogan stood in front of them, he looked over to Wendy. "Wendy… I didn't think that you would join this guild of all things."

Wendy's eyes widened. "You… That voice!" It was then that Ben noticed that Carla looked like a jolt of lightning shocked her. Looking back to Mystogan, the mage lowered his mask and took his bandana off, revealing his face to the trio.

"J-Jellal?!" Wendy flinched.

"I thought you were captured?!" Carla was stunned as well. Ben shrugged. "That's not the case though. This guy is different from the Jellal that was with us back at Nirvana."

"Yes. As he said, that was a different person. I am Mystogan, a member of Fairy Tail." Jellal greeted the two. "And it was seven years ago, that I came into contact with you."

"Eh…?" Wendy was astounded once more.

"When we were travelling together in this world, I gave my name to you as Jellal." He closed his eyes.

"This…"

"World?"

Carla and Wendy croaked those words out.

"So that means… You were the one that was with me seven years ago?" Wendy was starting to pour some tears out, despite the rain lowering water on the group. Jellal nodded.

"I…" She sniffled. "I missed you so much!" Jellal held a sad expression as well. "And for that, I'm sorry. But…now is not the time for reunions…"

"What do you mean, Mystogan?" Ben walked up. He was going to answer, but he suddenly grunted, falling down to a knee. "You two… Get out of the city, now…! I…have failed in my mission…" He panted. Looking up, the other three did so as well. The clouds were starting to swirl up. "Anima… It has grown too large for me to suppress it…"

"Anima…" Wendy blinked. She vaguely remembered Jellal saying that when they were younger.

"At this rate, Magnolia will be wiped out…" He groaned. Ben looked up. "What is Anima, Mystogan…?"

"No… There's no point… You guys have to go. The chain of destruction has already begun, and it will…"

"What are you talking about?! What about Fairy Tail?! WHAT ABOUT EVERYONE IN THE GUILD?!" Wendy screamed. She was utterly confused with all the sudden information. As she continued to panic at her childhood savior, Ben watched as the swirl of clouds started to hover over Fairy Tail.

Wendy glared at Jellal. "Tell me! What about everyone else?!" Jellal opened his eyes. "I'm saying… That everyone…will die." That was the breaking point for Wendy, who turned around and started to run towards the guild.

"I have to warn everyone!" She barked. Jellal lifted his head up. "No! You at least, should leave the city!"

Wendy growled. "And for myself only?! No, I would never do that! My guild mates are family, since I'm also a member of Fairy Tail!"

Jellal and Ben watched as Wendy and Carla ran away. "Looks like she made you speechless." Ben scratched his cheek. Jellal continued to struggle getting up. "If only I had the strength to save her…"

Suddenly, a feeling of urgency caused him to look up. Ben, along with Wendy and Carla, looked up. In the eye of the storm, a bright flash of blue started to spark. As it did, the bolts of electricity sparked against several buildings, causing them to flash and vanish.

"Anima is…starting." Jellal said with a voice of despair.

Ben noticed that the phenomenon resembled a vacuum in a way, as it was also starting to absorb some of the rubble around town. As Wendy was about to reach the guild, the same happened to it as well.

"Everyone!" She yelped. Right in front of her eyes, the guild, along with everyone inside, started to get absorbed. Since this place was a huge concentrated spot of magic, the relishing absorption created a shockwave, pushing back Wendy. As she flew back, Ben caught her. As he let her down, the two looked up as everything around them started to get absorbed. The only thing that remained was…

"…Whiteness." Ben crouched down. Pinching the ground, even the dirt seemed to be lifeless. Everywhere around them, the trees, the mountains, they were devoid of color. Wendy fell to her knees.

"No… No…" She said with a blank expression. "The guild…vanished."

"And the entire city as well…" Ben noted as he stood up. Wendy started to look around in a panicked fashion. "What in the world happened?!"

As she started to yell out for anyone, Ben noticed that there was a lump in the ground next to him. Readying the Omnitrix, he morphed into Wildvine, and used his tendril legs to pull out whoever was underneath.

"GAH! Fresh air!" Natsu breathed in. Wendy stopped to turn around.

"Natsu-san?" She blinked.

"Oh. Wendy, Ben. Hey, where's the guild?" He looked around. Wildvine let him down, pressing the Omnitrix dial afterwards. "This _is_ the guild."

"A huge hole in the sky sucked everything in!" Wendy cried out. As she cried out, Happy and Carla came over.

"So, it has begun. Everyone has been absorbed by the Anima, and transported…to Edolas." Carla revealed with a prophetic tone. Ben cupped his cheek.

"Edolas… Like a parallel world?" Ben assumed.

"That…and the world that Happy and I came from." She added. Ben let go of his cheek. "Why is the Anima being used here?"

"Because, unlike this world, in Edolas, magic is limited." Carla answered as she folded her arms. If the people use it too much, it would vanish from the world." She started.

"When Edolas's King discovered that their number one resource was starting to dry up, this spell was invented to absorb magic from another world, this one namely. It's most likely because it's a world that closely lines up with our own."

"That would make sense…"

"That, is Anima, the Hyperspace Magic." She then finished. "The reason why Jellal was away, was because he was trying to stop Anima from activating in this world. But the Anima on this scale was too massive to be contained, and as such, this is the result."

"So they absorbed Fairy Tail because we got ourselves a whole ton of powerful wizards, huh? How selfish can you get…" Natsu groaned as he looked up into the sky."

"So what does this have to do with you and Happy coming from Edolas? From what I heard, both of you were born and raised here." Ben frowned. "True. But we were engrained with the information for our mission. But somehow, the he-cat wasn't… Nevermind. That's that." Carla averted her gaze.

"Then we just have to go to Edolas and save everyone then!" Natsu pumped his fists together. Everyone nodded. Happy and Carla activated Aera, and grabbed a hold of their Dragon Slayers. Ben activated the Omnitrix, and transformed into Jetray.

"Ready? Take off!" Carla yelled. Everyone then took off.

As they began to soar up into the electrical storm, the cats grunted as they started to speed up. "We can make it Edolas through Anima's traces! Cut through with our speed!"

Gaining more and more speed, the Dragon duos started to feel the added pressure. Jetray was perfectly fine, but as he started to fly though, a spark of electricity hit the Omnitrix, causing the device to malfunction and glow green.

"Wha—" In a flash, Jetray transformed into Aerofel. The cat alien shook his head and spread his own Aera. To catch up with Happy and Carla, he started to feel the pressure of his increased speed on his tiny body. As they grew faster and faster, Carla grunted.

"Now, full throttle!" She commanded. At once, the three cats released their magic to the max, projecting themselves into the warp. A bright flash of light consumed them…blinding them for a moment, until…

* * *

 **…**

 **"Woah…"**

Opening their eyes, everyone witnessed the sight…that was **Edolas**.

Edolas was a country made of floating islands, each with its own distinct shape and size. Purple plant life was located on some of the larger asteroid like islands, with clouds floating by. The sky was dull yellow-ish in color.

"So…this is Edolas." Aerofel and the others looked around. Some of the floating islands had waterfalls that leaked water. "My…roots." Happy said with a low tone. As the group continued to fly around and take in the new sights, Aerofel started to notice some of the wildlife.

"This is kinda like a bright version of the Null Void…" He remarked. "This marks the third world that I've traveled to." He then said with a smile.

"It's full of strange trees, plants, and animals!" Wendy said with delight. Natsu cheered at the sight of a river flowing in the sky, even more when he saw a dolphin like creature somersaulting in it.

"Come on people, we didn't come here to sightsee!" Carla got everyone's attention. As the others apologized, Happy and Carla's Aera suddenly deactivated. Before Aerofel who react, his wings disappeared too.

"OH CRAAAAAP!" He yelled as he started to plummet. Following the others, they bounced off some bouncy mushroom like plants, landing on the floor with uncomfortable rears.

"My wings suddenly…" Happy croaked. Carla panted as she stood up. "We can't use magic freely here, remember?"

Wendy's eyes widened. "…You're right! I feel kinda strange." She looked at her body. Natsu stood up with a courageous look in his eyes. "Alright, let's go looking for everyone!"

As they got off, Aerofel tried to change back to Ben. Tapping the Omnitrix dial, instead of transforming him back, it merely let out a low beep. "Huh?"

Everyone stopped. "Ben? You can't change back?" Wendy lowered herself. Aerofel grumbled. "Gimme a sec."

Tapping the Omnitrix dial a few more times, the same result came by. The cat sighed as he then held onto the dial. "Omnitrix, Voice Command Mode."

 _ **"** ** _Th_ at mode is locked, and not available." **_The Omnitrix AI responded. Aerofel grunted. "Command function override, Code 10." The dial then lit up.

 _ **"Override** **accepted. Voice Command Mode activated."**_ Aerofel then smiled.

"Omnitrix, initiate Hard Reset, Command Code – 000 Reset Omnitrix Function 0." He commanded. After a moment, the dial's hourglass lit up, before popping the core out.

 _ **"** ** _Hard_ Reset is ready." **_ Aerofel then slammed the core in, reverting back into Ben. "Ha, thought you could make me stay in one form again could you? Take that, Universe!" He extended a fist into the air.

Beginning to walk around, they…eventually got lost. Well, they're already lost, so what's the difference? Happy sighed as they continued to go along. "Natsu, where are we searching anyways?"

"Well, my nose is smelling too many new things, so it's a bust…" The pink head groaned. Wendy blinked, and licked her finger. "It's true. The air tastes different as well."

"Air? Is it sweet?" Ben asked the blue head. "Uhm, kinda…?" She shrugged. The group continued to compare Earthland features with that of Edolas's as they continued to walk down a road. Eventually eyeing another floating river, the group discovered a fisherman. "Hey, old man! Ya know where Fairy Tail is?" Upon hearing the words "Fairy Tail", the man scrammed almost immediately.

Reacting with…shocking results, the team continued to walk. Eventually going through a forest, a river way, and then off a cliff side, they soon found another road to walk upon. As they continued to do so, they encountered two people. They seemed to be travelers, but upon them seeing the group, they froze.

"Er… We are travelers, who are lost?" Happy raised a paw. Immediately, they went into a bowing seiza position.

 _ **"** **Oh great Exceed, please spare our lives!"**_

"Exceed?" Natsu blinked. Ben's eyes widened as he cupped his chin. "Wait, which must be… the name of your species, Happy, Carla." He realized.

"Hey, we have something to ask of you gu—"

"FORGIVE US~~~!" They soon ran. It seems that it was Happy's appearance that frightened them. "Oh come on!"

"They seem to be afraid of Carla and I…" Happy whimpered. The group started to travel once more, this time into a woods full of tall mushrooms.

"I wonder why…" Ben then stepped on a mushroom. "Hmm?"

"Crapbaskets?" Happy croaked. Ben nodded. "Indeed. Crapba—" He couldn't even finish that sentence, before getting pushed up into the air by the stack of mushrooms. The group started to panic as they bounced from mushroom stack to mushroom stack. Every time they did so, the mushrooms puffed into ball like figures, reminding Ben of Spitter.

Eventually, they crashed into a house that seemed to be made of a pumpkin. It appeared to be abandoned, but there were traces that someone used to live here.

"Sheesh…" Carla said as everyone stood up.

"Where are we?" Natsu asked. Everyone started to look around, but Carla placed her arms on her hips. "Well, it might not be as effective now, but let's borrow some clothes from here."

"Do we really have to…oh. Never mind." Looking down at his own clothes, his top was torn up. His clothes were dirty too due to bouncing around everywhere. Everyone else's were too. And so they did. Ben and Wendy started to go through some shelves and drawers, with Natsu doing the same with some large boxes. As Wendy opened a drawer, she took out a pair of matching outfits.

"Er… Is there anything else…?" Ben sweat dropped. Wendy's eyes flickered. "Nope! And these are the only clothes that can fit us, so change!"

Throwing the matching pair at Ben, he sighed as he started to get dressed. Luckily, the clothes he was wearing underneath weren't that damaged, so he could afford to change in the open. He did help to cover Wendy though.

After some time, everyone was finished with their changing. Natsu wore a red hooded cloak and a blue-green robe, along with dark grey pants. He couldn't bear to leave his precious scarf though.

Happy was wearing a metal helmet and a green cloak, while Carla sported an outfit similar to a dancer.

Wendy giggled as she came out from a corner. As she and Ben came out, Happy and Carla rolled their tongues at their matching outfits. "So lovey-dovey!"

Wendy's hair was now in pigtails, with animal ear like attachments as the hairclips. Two strands of hair hanged down from each side of her face. Wearing a long sleeved top that had cuffs, it was colored red and had two buttons in the center, along with an orange ascot. On the area of her shoulders and cuffs located a white patterning. Wearing a dark blue frilled skirt with a white trim, she also wore black thigh high socks and black dress shoes.

Ben was wearing the matching outfit, which was essentially the male version of it. Wearing a red dress shirt that had three buttons, it had the same white patterning on the shoulders and cuffs, but he wore an orange tie with a simple knot. He wore dark blue trousers that had white trims on one side, along with a pair of black dress shoes.

As they finished dressing, Natsu noticed something in the corner of his eye. Walking up to the window, he squinted out, until he eventually saw…

"Natsu-san? What's up?" Wendy fixed her hairclip. What he said surprised everyone.

 _ **"** ** _It's_ Fairy Tail!"**_

"Eh?!" Ben ran up. "Where?" Natsu the pointed to a certain direction. Soon, everyone ran out. "It's a little different than the usual building, but it's Fairy Tail! Come on, guys!" Natsu grinned.

Eventually reaching the building with Fairy Tail's emblem, Ben frowned. "Similar? This is a giant tree, Natsu!" Ben face palmed. "Whatever…" At least he could confirm that it _actually_ was Fairy Tail…

* * *

 **…**

Inside "Fairy Tail"…

Once again, the group was surprised by what they saw. The inside of the guild was made from the tree's innards, with some parts of the tables and other usages being made from its material. It was pretty crowded to say the least. There was a bar counter, just like the other building as well.

"Ooh! Everyone's safe!" Natsu cried out in relief. Wendy nodded. "We found everyone pretty quickly too!" Ben was about to agree, but somehow, he had a strange feeling in his gut. Carla seemed to be catching on too, and had everyone hide under a table.

"What's the big idea?" Natsu groaned. Carla pointed to the request board. "Look."

Going over to the Board, Max seemed to be sending off Juvia, who was wearing quite the suggestive get-up. What was more surprising to everyone was Gray, who seemed to be wearing _way_ too many layers of clothing.

"Juvia is going out for a job now." She nodded at Max. "Be careful."

"Ah, wait, Juvia-chan!" Natsu was shocked to hear him say that. "Take me with you, or…something…" He smiled. Juvia seemed to be annoyed by this, instead of taking full advantage of the offer.

"Smothering…huh. Get some layers off, would ya, and maybe I'll consider it. See ya." She waved him off as she started to walk out of the guild.

"B-But I get cold easily!" Gray eeped. Ben blinked. "Well, this is different."

"Ha, being in love really gets up you, don't it Warren?" Max said to him. Warren nodded. "Sure does."

"WHAAAAAT?!" Natsu was starting to get confused by this environment. The others agreed as they started to look around. Everyone's personalities seemed to be the opposite, or at least, different in some way.

Natsu turns to Cana, who seemed to be a proper lady. When Macao and Wakaba tried to offer alcohol, she refused it in a polite matter, shocking the Dragon Slayer to no end.

Ben and Wendy turned to Bisca and Alzack, and nearly splurged blood from their noses.

"Aha… Big Sis…" Alzack hugged Bisca. "Hehe… Al-Al…" Both of the youths blushed like volcanos. "How… How bold…" They gulped.

"What's going on here…" Natsu couldn't take much more of this. Happy sweated. "Everyone's acting weird…!" As the group continued to observe this group of Fairies, a certain blonde crouched down next to them.

 _ **"** ** _H_ ey, who the hell are you guys?!"**_

With the entire group croaking, they turned their heads to see…Lucy?! Some of the other members started to gather around them, with Natsu starting to back up. The group eventually got out from underneath the table.

"What's wrong with everyone…?" Natsu blinked. Ben and Wendy looked at Lucy, who seemed to have a more punk-ish like personality to herself. "Lucy's kinda scary all of a sudden…" Ben said. Wendy wholeheartedly nodded to that.

As Lucy looked closer, she rose an eyebrow. "…Natsu?" She said with an unsure voice, before confirming it with a smile. "Aha! You are Natsu!" She then gave him a back-breaking hug. Everyone started to turn to the commotion. "Natsu? In those clothes?" Some of them said. Lucy continued the hug, until…she put him in a choke hold.

"Where've you been?! Capital punishment for you!" She grinned _. "Technique 48: Screwdive Crush!"_

"I kinda like this." Ben nodded. Happy and Wendy reacted with shock instead. Cana got up. "Come now, Lucy. It's not nice to bully him like that."

"And Cana's all proper! Creepy…" Happy admitted. He reacted differently to many of the other members of Fairy Tail.

"Say, who's the kids and the cats?" Macao came up to them.

"Cats… Cats!?" He and Macao suddenly realized what they said. Hearing those words, everyone started to get defensive. Mira giggled as Happy took his helmet.

"Ara. You really do look like Exceeds." She crouched down to him. Everyone seemed to calm down at her words, so it was a relief to Ben and company…

So, once everything started to get settled down, the group, well, Natsu and the cats, sat down at a table. Lucy glared at Natsu with hawk eyes while Ben and Wendy observed her interrogation of the pink head.

"Lucy-san is scary…" Wendy deadpanned. Ben nodded. "But this kind of Lucy is good once in a while!"

"Now, spit it! Where were you, I was worried sick for your butt!" Lucy growled at Natsu. "Erm, where should I start…"

"Everything, Natsu! And carefully!" Happy reminded him. Natsu nodded. "Well, we were doing this… and…er, something like and…"

"Gah! You're _so_ annoying!" Lucy then nudged her elbow into Natsu's head. While she was doing that, Ben and Wendy sweat dropped at the sight of Alzack and Bisca's touchy touchy relationship.

Wendy sat down with a drink in hand. "This is really weird…" Happy and Ben shrugged. "Even opposites should have their limits I guess." It really was marveling to see people act in different perspectives.

Lucy was now starting to torture Natsu in a variety of punishment holds. As the Dragon Slayer reacted with whimpering noises, another voice came up.

 _ **"** ** _Lu_ cy… Are you bullying Natsu again?" **_

Ben and the others stopped to look in the direction of the voice. As Natsu and Happy did so, their eyes widened so much, that tears immediately started to come out…

"Lis…

"…ann…"

Mira and Elfman smiled at the figure, who was revealed to be a white haired girl. "Ah, welcome back…"

 _ **"** **Lisanna!"**_

* * *

Ho ho! Whatcha guys think of this chapter?! You surprised by what I did?!

So, so far it's a stalemate between the shippings. I'll give y'all some more time, that is, until I upload the next chapter to give me your suggestions for the Natsu ships!

The alternate Ben idea is a go, but what kind of Ben should he be? Let me know in the reviews yeah? I want 300 favorites though… I'm happy with what I have however!

Should I make Knightwalker Erza and Edolas Juvia go all 'Big Sister' over Ben? More and more ideas, but I want you guys to suggest stuff too.

Anyhow, that's all I wanted to say, but once again, let me say this. Please rate/review this story. It gives me the chance to talk with you guys, and review any things you suggest. It also makes me a better writer!

So, without further ado, I'll see you all in the second part of the Edolas Arc. Peace out!


	40. From One to Another (Edolas Part 2)

Whelp, here we go again folks! Welcome back to the Null Fairy, our fortieth chapter! Banzai, fajita!

So, along the lines of these here reviews, let's go over them one at a time, shall we?!

 **Sean Bruce:** I like your idea for Edo Ben creating weapons for the Kingdom. The Dragon form might look a bit different, as not all members of a species may look alike. Like during the Secret of the Omnitrix, where the Flouranas from Xenon looked different from Wildvine, or the Vulpimancers from the Null Void.

 **Reader:** I do plan to give the army some better weapons, so look forward to that. Maybe not in this chapter, but perhaps the next one. Thanks for the suggestions.

 **Ben 10.000** : Would that RAT Ben be a teenager though? It's a pretty interesting suggestion though, thanks.

 **Osomi Eithr:** Raging Rath is best Rath. Thanks!

 **Isaiah:** Thanks for the continued support!

 **TheBeatles211:** Consider it done. I too always wondered why there was so little interaction between Earthland and Edolas Fairy Tail. Kinda shaky on the threesome pairing though, idk. Thanks for the review though!

 **RedDragonForce:** Hmm… But it would be difficult to explain his appearance (assuming he still looks like Ben). It _would_ be an interesting idea to make another device like the Omnitrix though.

 **N:** Thanks! I made this ship because Wendy's my favorite character in the series. Gruvia and Gajevy are going to be things though, so don't worry about that.

 **Traveler-who:** It would be unique to create such a device. It would be kinda like the Nemetrix, because I'm not sure if it had a wireless database like Primus. Would it change the wearer's appearance though, it could be a cool function to add on. Durability and strength would vary though, since it's not a person you're turning into, but a type of magic that you're inserting to utilize.

So, with everything adjusted where it's supposed to be, shall we get onto the next part of the Edolas Arc? That, we shall. Onwards!

And of course, and as always. I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading to all of you! Cheers, and thanks for over 130,000 views, and your continued support!

* * *

 **Chapter 40:** _From One to Another… (Edolas Part 2)_

 **…**

 **"LISANNAAAAAAAAAA** **!"**

Natsu and Happy joyously jumped towards the white haired teen with open arms. Lisanna was...startled to say the least but, before she got embraced by the two, Lucy drop kicked the duo.

"Oi, since when did you become a perverted brute?!" She practically snarled at Natsu, giving him another choke hold as the pink head pointed towards Lisanna with loose tears and a goofy smile.

"B-But she's right there… Lisanna's alive…!" He didn't care for the harsh treatment, but as Ben's eyes narrowed over to Lisanna, he seemed to note that she was reacting to the word "alive", and pretty much, the tone of Natsu's boisterous chatter.

"Lisanna...san." Wendy had heard of the name before, but like Lucy and the rest of the new members, up until now, she had not seen one trace of her appearance, and heard only tales of her.

"Whelp, let's just calm down for a moment, eh buddy?" Gray patted Natsu on the back as he sat him down at a table. "Strip a little, Gray…" The fire mage sobbed.

"You two really are close." Lucy chuckled as she sat on the table.

"Well, don't you and Levy fight like feral dogs though?" Gray countered. Happy was still staring at the girl with disbelief. "Why is Lisanna here though?"

"Mira-san's little sister, right?" Wendy blinked. Ben nodded.

"Lisanna Strauss. Youngest of the Strauss siblings, specialized in Take-Over magic, just like Elfman and Mira. She used animals as a source for her transformations. And also…" He glanced over at Natsu for a second. "A close friend of Natsu and Happy."

"Maybe it means that it's not a place of opposite people, but just counterparts of us from Earthland." Carla concluded. "See? Look."

The children and Happy turned to their side, to find…

"Hey, doesn't that girl look kinda like you, Wendy?" Warren asked another blue headed girl. She did indeed look like Wendy, but as a grown up. With a curvaceous body of her own, this Wendy looked down at her smaller counterpart.

"ME?!" Wendy couldn't believe the difference in body proportions. Perhaps it was age?! Ben cupped his chin again for the umpteenth time. "So, this a world of alternate counterparts. Interesting…!" He grinned.

"Which means…" Happy gulped. Carla nodded. "That this is _not_ the Fairy Tail we're looking for. These are people from Edolas, and Edolas only…"

"I've heard the theory of parallel worlds before. I mean, I came from a different world myself…" Ben mumbled. "Well, that just means that this world has its own Fairy Tail then."

"Then where are the versions that we know of…" Natsu got up. Lucy asked what the hell they were talking about, but Carla started to pull Happy outside the building.

"We have to go to the Royal City, we can find out everything th—"

 _ ***SLAM!* "SHE'S HERE! THE FAIRY HUNTER IS COMING!"**_

All the Edolas members gasped at the hearing of this "Fairy Hunter" as Nab crashed through the doors. Ben and the others wondered who this person was, but were confused as the people started to panic.

"Shit! This location was found already?" Warren sweat dropped. "We gotta move again!"

"The people from the kingdom are after us again…" Cana sighed with sadness in her voice. Happy turned to Carla. "The Kingdom?"

"The people that sent us to Earthland, Happy." She answered. Levy ran to her machine, in which Ben went towards as well. She started to fiddle with some of the mechanics, and pressed a few buttons.

"Reactor is ready for ignition!" She yelled. "Setting coordinates… And we're connected to the marker! Shock absorber is now charged with magic power!"

"How long till the transmission circle's ready?!" Lucy barked.

"I'm working on it, shut your crap!" Levy barked back. Ben sighed. "Lemme help…" The blue head turned to him with a frown. "What do you mean?!"

Ignoring her words, Ben activated the Omnitrix, and slammed the core. Everyone shielded their eyes as Upgrade replaced him. Before they could get a chance to react, the Galvanic Mechamorph merged with the machine, encasing it in its black and green color scheme.

"Woah! It's already at 100% capacity!" She blinked in surprise. "I haven't seen this kind of speed since…" Earthland Wendy smiled. "That's my Ben." Edolas Wendy was shocked to see the Galvanic Mechamorph. "…Upgrade, but how?"

"Eh? You've seen Upgrade before?" Her counterpart asked. Before she could answer her, the entire guild started to shake crazily. "Do you know why the Fairy Hunter is after us?"

Turning to her, the older Wendy explained. "The Kingdom black marked all of the guilds in this world. The only one left…is this one."

"Shock absorber, ready to activate! We're all green!" Levy grinned as she pulled a lever. "Transmission magic circle, expand and warp!"

A mesmerizing color surrounded the guild as everyone started to float. The space started to become slightly distorted. As everyone started to grab to whatever object was next to them, Levy pulled all the levers presented.

 _ **"** ** _T_ RANSMISSION, ACTIVATE!"**_

And then…everything popped out of existence. Like it wasn't even there. Whatever was scaring the Fairies now longer had the chance to do so, as they warped to another location…but where?

* * *

 **…**

"Hey, check it out! We're in the desert!"

The entire Fairy Tail guild teleported itself out into the desert, a place where the "Fairy Hunter" wouldn't be able to catch them. Now that all the commotion was starting to shrivel down, Natsu and the gang started to explain their origins.

"So, you're the me from this so called Earthland…" Edolas Wendy was a bit surprised.

"You're so tiny compared to our Wendy!" Warren and Max chuckled. Several other members were a bit skeptical with their story, but as they continued to do so, Ben snuck over from to the crowd towards Lisanna.

"So, you're Lisanna, huh?" Ben stood to her side. While the white haired girl looked over at the scene with a face of sorrowful remembrance, she flinched a little.

"Kyaah!" She stepped to the side. "You…who are you? How come you could transform into Upgrade?" Now, it was this turn to face her.

"You knew that form's name? Wait, there's another Omnitrix here in Edolas?" He blinked in surprise, before cupping his chin. "But… It's not impossible. I came to Earthland from the Null Void, so it's fully plausible for another version of myself to go anywhere else…"

"Um…"

"Hey, when did he come here?" Ben was suddenly in her face. It was bit surprising that someone was this upfront with her. "Erm… That person's actually…"

"What'dya mean we can't get into the Royal City?!" Natsu suddenly shouted. Turning around, Ben and Lisanna turned to see an unpleasant expression on his face.

"Well, if you go to the Royal City, you're as good as dead." Edolas Elfman answered. "They have an army at their footsteps, and they possess the largest amount of magic energy in the area."

"But our friends, they're over there, they were captured by the King!" Wendy pleaded with them. Edolas Wendy shook her head with an unsure expression.

"I'm sorry lil' me, but that's just not possible to do." She scratched her head. "But maybe with _his_ help…" She then turned to Ben. The boy pointed to himself. "Er, me?"

"True, he might…"

"But what happens if they get him as well?"

Some of the members chattered across the room. Ben was initially confused, and tried to ask what they were talking about. However, most of them stayed silent, so it started to irritate the Omnitrix wielder.

"Hey, what're you guys talking…"

"But this time they might get lucky! He looks different than him, after all!"

 _ **"** ** _EV_ ERYONE!"**_

Activating the Omnitrix in frustration, he angrily slapped the core down, replacing himself with Rath. The Appoplexian roared loudly as he faced everyone.

"LEMME TELL YA SOMETHIN' EDOLAS FAIRY TAIL MEMBERS, ALTERNATE DIMENSIONAL COUNTERPARTS TO THE EARTHLAND EQUIVALENT OF THE SAME NAME! TELL RATH WHAT ABOUT WHAT YOU GUYS ARE TALKING ABOUT!" He bluntly got his message across.

"Rath…" Lisanna gasped.

"…I'll explain it." Edolas Wendy walked up. The other members watched as the older blue head took a deep breathe. "Before we lost our magic, Fairy Tail used to be the brightest of places."

Tugging her arm, she bit her lip. "…And when our magic started to run out, and when the Kingdom started to outlaw the guilds… _He_ showed up." She smiled a little as she emphasized on that.

"He… Who are you talking about?" Earthland Wendy asked her counterpart. The elder girl smirked. "He didn't give us his full name, but he called himself…"

 _ **"** ** _O_ mni."**_

"Omni…" Ben muttered. Looking down at the Omnitrix, his eyes went back. "Probably referring to the Omnitrix." Turning to Edolas Wendy, he blinked. "Why did he name himself that?"

"Let's just say…he was a bit suspicious of everyone at first." Edolas Lucy grinned. "Bit of a quiet person when we first encountered him. No clue where he came from though." She then shrugged.

"And he possessed an Omnitrix I presumed?" Ben was starting to get interested in this counterpart of his. Lucy and Wendy nodded.

"Yeah. He wore some kind of weird monster watch like yours, but his looked different. His forms also looked…older? If there's a way to differentiate between monsters." Edolas Lucy scratched her head. Ben's eye twitched.

"They're aliens… Extraterrestrials from my universe." Ben folded his arms. "Anyways, what happened to him?"

This time, Edolas Wendy bore a sad smile while twirling her hair. "Well…" Edolas Lucy grinned, and wrapped an arm around her shoulders. "Come on girl, tell the kid that the two of you were engaged!"

"En…" Natsu blinked.

 **"ENGAGED?!"** Ben and Earthland Wendy smoked up in red. Edolas Wendy blushed a little, before pushing her off. "Yeah… A-Anyways…!"

Shaking away the good feelings, she bore a serious face. "He lived with us, here in Fairy Tail for around a year or so. He didn't tell us much about himself, but he was friendly. He was also supportive for our condition, with us running away from the Kingdom's hound dogs."

"But it was during one of those chases that he was captured. Captured, because he fended the enemy off, giving us the needed time to escape the Kingdom via teleportation." Edolas Levy grimaced.

Earthland Wendy's face turned to one of gloominess. "Where is he now?"

Most of the Edolas Fairy Tail members lowered their faces. Edolas Mira sighed a little. "Ever since that day, we haven't seen him sense. It was around 6 months ago that it happened."

"I'd say he's probably inside the Royal City. That Omnitrix of his, or his knowledge of technology may have some worth there." Ben surmised. "Natsu, Happy, Carla, Wendy, let's go. Who knows what he'll be forced to do!"

Starting to follow him, Edolas Wendy grabbed his arm. "If… If you do manage to see him, please…get him back to me." She then teared up a bit. Ben and Wendy smiled at the older blue head.

"Of course!" Earthland Wendy then hugged Ben's arm, causing the Omnitrix wielder's ears to redden a little. "It doesn't matter if it's an alternate world, if I'm with my Ben, you _have_ to be with yours!" She gave the elder girl a large smile.

"Such a lovey dovey couple!" Edolas Mira and Cana squealed. "Oh I should just snuggle you two up!" That caused the two to shudder, and quickly run out the door.

"Nee-san… That was a bit direct, don't you think?" Edolas Elfman chuckled. As Happy and Carla soon followed, Natsu took one last glance at Lisanna, before running off to join the others in the vast Edolian desert…

* * *

 **…**

"Ugh… Shoulda got an umbrella or something…" Happy panted a bit. Carla huffed. "Come now, it's your fault for wearing that ridiculous metal tin can you call a helmet!"

"Hey, at least you're traveling in style!" Upgrade barked. Ben had prepared for this contingency, as it seemed that there always seemed to be instances in which travel was a necessity, so Ben actually invented a micro machine that would grow into a blank slate for Upgrade to merge with.

Traveling in a green and black hover board-like vehicle, Wendy adjusted her hair as she set her eyes onto sight-seeing mode. As they went along with a good breeze going across their faces, Upgrade's sensor caught a creature in the bellowing sand.

"Incoming!" He alerted the others with a beep. Unmerging with the vehicle, the Galvanic Mechamorph reverted back to Ben, grabbing the now contain machine and placing it back in his pocket.

With a large rumble, a giant pink lizard like creature rose. It had a pair of whiskers, along with a hot red patterning of scales. With an astonishing roar, it began to chase after the crew.

"I got this! _**Fire Dragon's Iron**_ _…_ Fist?" He punched its belly, only for the jiggly body part to launch him away.

"You idiot! We can't use magic, don't you get it yet?!" Carla barked as she and Happy dodged a tail swipe. Wendy started to run a fair distance, before revealing the Omni-Tool.

"Deploy, _Energy Dispeller_!" She commanded. The Omni-Tool, now blue and black in color, morphed into Blaster Mode. She had learned from Ben the vast amount of customizable options for the device that he provided.

She wanted to be closer to him, so she modified the Omni-Tool to resemble more like a watch, while still resembling some sort of bracelet of course, she still cared about fashion to a degree.

As the now blue holographic reticle appeared, Wendy held her arm as she started to fire off dozens upon dozens of energy pellets. Ben did the same as he equipped the Blue Waves. As the two fired off rounds of energy, Happy and Carla tried to get out of the way. Happy tripped however, and was about to be eaten, but in the nick of time…

 _ **"** **Back off, lizard teeth!"**_

A spark from an energy whip made a cracking sound on the beast's neck, earning the wielder a growl of pain from the lizard. Ben and Wendy watched as a familiar punk-ish looking blonde landed in front of them with Happy in her arm.

"Scary Lucy!" Happy croaked! Wendy did the same. "Scary Lucy-san!"

"Quit calling me that!" The blonde barked back. "I have a name ya know! It's Lucy Ashley!" Lucy Ashley corrected them as she turned to face the lizard beast, which was now running away.

"Ha, you guys seemed to be able to hold yourselves pretty well! And that guy wasn't even that much!" She huffed. Carla then came forward though. "Why are you here for? I thought your guild didn't want anything to do with the Royal City or the Kingdom in general?"

"Er… Well." She glanced at Natsu with instantaneous red cheeks, before returning them to normal. The pink head grinned at her with a thumbs up, causing her to avert her gaze and have her cheeks go a little red.

'I… I wasn't worried for you, or anything! D-Don't get the wrong idea…" She supposedly said, earning a snicker from Ben and Wendy.

 _'Tsundere!'_ They both nodded! Natsu walked back to the group. "Well, even if this is a different world and you say a lot of stuff, you're still Lucy! I wonder what my counterpart is like!" He ruffed with a large grin.

"How do you propose that?!" She retorted.

"Even retorts against him the say way as our Lucy." Ben shrugged. Wendy nodded with a giggle.

"I wanna show this Lucy to ours…" Happy and Natsu snickered. Ben then yawned. "Well, clock's a ticking, so let's on getting out of here, yeah?"

Throwing his miniature vehicle out again, he activated the Omnitrix and morphed into Upgrade once more. As he merged with it, everyone got on, and of course…

"BLARGH!" Natsu vomited. Lucy Ashley frowned. "Dude, you're terrible with vehicles or something?"

"Aye! He has a severe case of extreme motion sickness!" Happy revealed to her. Lucy Ashley sighed. "Well, whatever. Anyways, tell me your story, yeah? Kinda interested with all that talk about a parallel world and all that other crap."

And that's what they did. As they continued to travel via Air Upgrade Airlines, Lucy Ashley listened to Natsu's explanation about their journey up until now. As he did so, the blonde revealed the identity of the Fairy Hunter.

"Erza-san? She's an enemy in this world?" Wendy gulped.

"Well, both are scary." Natsu retorted with a blank face. Lucy Ashley growled at him, thinking that he was talking about her. "Erza I mean, Erza!"

"It's unthinkable for our guild to get along with someone like Erza. There isn't a wizard out here that doesn't fear the name, Erza Knightwalker." Lucy Ashley sweat dropped at the saying of the alternate red head's name.

"She sounds scarier than our Erza." Natsu sweat dropped in slight fear.

As the group continued to have their conversation, it stopped with the motion of Upgrade. "I guess we have our city, Lucy Ashley." His head popped out from the front. "This is the place you mentioned, right?"

"Yeah." The blonde stood up. Wendy turned to her and bowed. "Thanks for accompanying us!"

At her words, the blonde flustered a bit. "W-Well, follow me." She then got off the Upgraded vehicle. As everyone else did, Upgrade reverted. "So, why're we in town for?"

"To get some magic weapons. You and little Wendy have the needs to defend yourselves, but it doesn't hurt to be a little cautious." She glanced at the brown haired youth.

Sliding down a cliff side, the group arrived in the town, it was named Louen. Lucy Ashley guided the group as they entered through town. She explained to the people that magic used to be sold and bought like an everyday item, but since the monopolization of magic, it became scarce, almost like a black market item.

And not just that either. Just possessing a magic tool was illegal, so the people were even more restricted by the law.

"Wait, so what happens to the people who could always use it?" Wendy asked as they walked. Lucy Ashley rose an eyebrow. "Huh? What do you mean by that?"

"It seems that magic is an object in this world." Ben blinked. Carla nodded. "That probably means that the people of this world don't hold magic within their own bodies, and the magic they used is projected through objects."

"So, like a lacrima, or a magic gun or sword?" Happy summarized, earning himself a nod.

"So the guys here just use magic items then?" Natsu was a bit confused, but in a way, understood the general concept. The group continued to discuss the idea, until Lucy Ashley eyed the place that they were supposed to enter.

"Here, you guys." She pointed to a shady staircase. "There's a black market for magic items here." Nodding, the others followed her down.

Entering a dimly lit shop, everyone started to look around. "This place smells a little like mold…"

"Yo-ho! Well, that's because we have antique items with quite the long amount of history!" The shopkeeper snickered. Lucy Ashley sighed.

"Careful with the things that you buy in places like this. There's a bunch of imitations that exist out there." She warned.

"Hey, old timer! Got any fire magic?" Natsu asked. The shopkeep chuckled, and took out an orange and red item, resembling a sword. As he inserted a battery of magic, a small flame extended out.

"Alright! Lucy, pay the man!" Natsu patted the blonde's shoulder. She flustered a bit.

 _'Do… Do I like being pressured like this? M…Maybe if my Natsu was like this, then maybe…'_ She thought, before erasing that embarrassing idea out of her mind. Ben pinched the fire mage, before activating the Omnitrix.

"Don't make others pay for your hide, flame brain…" He sighed as he slammed the core down. Blinding everyone with a green light, Diamondhead replaced Ben. The Petrosapien then generated some shards of crystal in his hands.

"Here, this should be enough." He handed them to the shop keeper. He was surprised to say the least, but he graciously accepted the gems. "Thanks! These days it's so hard to get jewels!"

Shrugging, Diamondhead touched the dial, reverting back to Ben. Lucy Ashley pouted. "I wanna thank you for that, but for some reason I'm a bit uncomfortable…"

Exiting out, Natsu grinned. "You're really cool, compared to our Lucy!" He slapped her back.

"Well, now that you keep mentioning it, I'm kind of interested in hearing about the Lucy from your place. Earthland, right?" She scratched her cheek. To oblige her favor, the group went to a café, in which Ben and the others explained her counterpart.

"…Pfft! HAhah! I'm writing a novel of all things?!" Lucy Ashley laughed while slapping the table that she and the others were sitting at. "And I'm a rich girl that uses key magic!"

"Huh, well that wasn't the reaction I was expecting." Ben turned to Wendy. The two shrugged.

"Yeah, but the both of you are equally noisy, though." Natsu then said, earning a quick bark from the blonde. Wendy then turned to Natsu. "So, Natsu-san, how do you use that item again?"

"Wait! Don't take it out! Magic items are illegal, remember?" Lucy Ashley then started to frantically look around for any passerby that could've seen or heard them.

"But, it used to be a daily part of your lives, right?" Carla then asked the blonde, earning her a grunt. "Yeah, until those crooks from the Kingdom took our culture away from us."

"And the other me as well." Ben looked up. "Well, I could go and trash the place if I wanted to, but I'd probably cause a bunch of unnecessary collateral damage…" He then mumbled.

"Hm? What'd you say?" Lucy Ashley turned to him. "Oh, 'tis was nothing." He waved his hand with a smile.

"So, if we beat up those guys from the Kingdom, everything might come back to normal, right?" Natsu grinned. Ben shook his head. "Not everything works like that, Natsu."

"Magic isn't limitless like it is in Earthland. It's limited here in Edolas, like a natural resource." He folded his arms. "Eventually…it'll run out."

"That sounds idiotic!" Lucy Ashley stood up. "You can't hope to match the Royal Army!" She yelled. Natsu then gave her as serious expression. "Then why did you come with us?"

"That's… To help guide you to the Royal City. I wasn't planning to fight or anything…" She answered. Natsu then reverted back to his cheerful smile.

"Aight then! Thanks for that." He wholeheartedly said that, making the blonde go red and sweat a little. But suddenly…

 _ **"** ** _D_ ark Mages! Seal the entrance, capture the enemy!"**_

"Crapbaskets! The guards!" Lucy Ashley turned around. Ben and the others stood up to gaze at the growing amount of soldiers. "Incoming!"

"Perfect! Let's kick some tail!" Natsu grinned as he dashed forward. "I don't need magic for chumps like these!" He then punched one in the face. Ben sighed, and quickly readied the Omnitrix, morphing into XLR8.

Fortunately for them, the blinding light of the Omnitrix gave him enough time to scurry around and pick everyone up. Quickly zooming to a building far from the scene. As the guards started to search, he dropped them off in a building that seemed to be empty.

"Perfect Natsu. And we were trying to _avoid_ a fight!" The Kineceleran sighed as he tapped the Omnitrix dial, reverting to Ben a moment later. Lucy Ashley peeked through a small hole in the door, only to find a troubling scene.

"Let me go!" Another familiar voice sounded off. Some of the guards cornered this person as Ben and the rest opened the door slightly, only to see…Earthland Lucy?!

"W-Why is Lucy here?" Natsu blinked in confusion. Quickly bursting out of the doorway, Natsu tried to help her, however…

 _ **"** **Open, Gate of the Scorpion!"**_ Lucy H. yelled as she flickered a golden key. A magic circle flickered as the signature doorbell sound summoned Scorpio in a puff of smoke.

"We are! I gotcha back, Lucy!" The spirit grinned as he aimed his tail. A wave of sand was then launched out. _**"Sandbuster!"**_ Consuming the guards in its swirling vortex, Sandbuster launched them all out of town.

"Thanks, Scorpio!" The blonde turned to the spirit. Scorpio grinned. "Sure thing. I've got a date with Aquarius, so see ya!" He then flashed away.

"…M-Magic?" Lucy Ashley was star stricken.

"Lucy!" Natsu called out to the stellar mage. Lucy H. turned to see Ben and the others. "Natsu, Ben, Wendy! You guys are safe!" As she started to run towards them with open arms, she soon caught sight of her counterpart.

"…ME?!" She was star struck as well. The two walked up to each other.

 _ **"** ** _Th_ is is…Earthland's/Edolas' me?"**_

"Save the chatter for later! We got company!" Ben then took another cylinder like object from his pocket. "Natsu, take this!" Tossing it to Natsu, it grew out from its small shape to a green blaster. "That's a solar powered energy blaster! Use it!"

Turning to Wendy and the Lucies, he grinned. "Lucy, Wendy, saddle up!" The girls all nodded as they took their weapons out. Lucy H. smiled as she took out another golden key.

 _ **"** ** _Op_ en, Gate of the Ram!" **_Summoning Aries, the spirit apologized immediately. "Aries!" Ben smiled at her. Aries nodded back with a smile, before turning to the group ahead of them.

"Aries, can you defeat them?" Lucy asked. The spirit blinked. "R-Right! I'll try, Lucy-san!" She then stuttered a bit. The guards were flabbergasted by Lucy H.'s magic as Aries began her attack.

 _ **"** ** _W_ ool Bomb!" **_Throwing a fluffy patch of purple wool at one group, the guards were stricken down, but seemed to be relaxed by the softness. Ben then came with a snarly grin as he blasted them all with the Blue Waves.

"Ben… That's not very nice…" Wendy sweat dropped as she wacked someone in the head with the Omni-Tool's Gauntlet mode. Both of the Lucies made sarcastic expressions for the girl's ironic composure.

"Okay, time to run!" Natsu said as he got one last shot at a guard's face. Tossing it back to Ben, Aries created a Wool Wall to prevent the guards from chasing them.

Eventually running to a nearby forest, the team took a rest on some fallen logs.

"So… How'd you get here, Lucy?" Natsu asked Lucy H.

"Mystogan and Horologium helped me. Horologium protected me from the space-time shift of the thing that absorbed everyone, and Mystogan sent me here." She answered.

"And how about your use of magic? Why can you use it for?" Happy asked next. Lucy shrugged.

"Anyhow, we should probably look for a place to hide. I'll go scout out the nearest town." Ben got up and activated the Omnitrix. Everyone watched as XLR8 replaced him. "Time to accelerate!"

"Lame!" Natsu yelled as the Kineceleran dashed off after punning his own name. The group waited for a good…7 seconds, before hearing the zooming of the speed alien returned.

"That was fast." Lucy Ashley noted. XLR8 then reverted back to Ben after he tapped the Omnitrix dial. "There's an inn in the nearby town. Let's recuperate over there." And so, another journey for the walking willies began!

* * *

 **…**

Now in an inn call H Hotel, the team successfully booked a room. Wendy spread out a map that she borrowed from the reception. Ben, Natsu, and the cats overlooked the terrain.

"The geography isn't that much different from Earthland." Happy noted. Carla then pointed to a location on the map. "And Edolas Fairy Tail is right here." She said, pointing to an area between the desert and some mountain peaks.

"And then we ran with the lizard thing and met up with Lucy in Louen." Natsu pointed to the landmark. Ben leaned forward next to Wendy as he located the final and current point. "And right now, we're in Sycca."

"Across from this part of the landscape is the Royal City. We're gonna have to find some way to cross this long path." Carla finished.

"We're still pretty far away, eh…" Natsu sighed a little as he folded his arms. "And we have to be careful not to be discovered by the Royal Army during our travels as well." Wendy added to that.

"HEY! Check it out!" Lucy A. suddenly came out. Lucy H. barked at the indecent nature of her counterpart as she came out too.

"We have the same bodies, cool!" The punk-ish blonde laughed. "Edo-Lucy-san, Natsu-san and Ben are here, you know!" Wendy scolded the blonde.

"Eh, who cares about that?" She replied.

"Care, for Celestial Spirits' sake!" Lucy H. retorted.

"You two are in high spirits, Doublucy!" Happy joked. Carla sighed in regard to the lame phrasing, even more when Natsu actually started to stare at the two.

"Oh~! You wanna peek, Natsu?" Lucy A. held a mischievous smile. But instead…all she got was a huff of laughter from him.

"Geheh… Don't take a bath together, ha…!" He snickered, causing the two to actually realize…that they were literally copies of one another.

"It's true, you can't even tell them apart." Wendy realized this as well. Natsu suddenly got an idea. "You two could seriously do mirror acts and stuff, hahaha!"

"No way, asswipe!" Both Lucies barked at him, earning some sarcastic chuckling from Wendy and Ben. Happy was then reminded of something. "Ya know, it's kinda like summoning Gemini!"

"Oh, that's right." Ben tapped his palm in remembrance. Lucy A. blinked. "Gemini?"

"One of the Celestial Spirits that I have a contract with!" Lucy H. smiled. "They can transform into an exact copy of another person!" She then took Gemini's key out.

 _ **"** ** _O_ pen, Gate of the Twins!" **_She called out to them with a circle. Gemini then appeared, and already in their Lucy form back from the Oracion Seis incident.

"Gemini is here!" They winked in Lucy's voice. Lucy A. was surprised once more. "Now it's Triplucy!"

"Naw, those are rookie numbers, you gotta pump those up!" Ben grinned as he stood up. Wendy wasn't going to like this… As he activated the Omnitrix, he morphed into Echo Echo and split into three.

"Now then…" They all pressed their dials, and transformed into a new creature.

Having a humanoid shape, these new aliens had a slime-ish body that was colored light green. Having a pair of green eyes, inside each of their bodies were a round bunch of dirty pink organs. Wearing black pants that had a green strip on the bottom, the Omnitrix dial was located on their waists, with the Fairy Tail on their shoulders.

 **"Copysplat!"** The aliens yelped with an underwater tone. Wendy and the others watched with mild disgust, but then did spit takes once they all morphed their bodies to make another three exact copies of Lucy.

 _"Now it's Hexalucy!"_ They all grinned as they folded their arms.

"Oooh! We can totally do one of those live quiz shows now or something!" Natsu suggested. The gang would actually have a delightful time with that…but not before making some differences between Edolas and Earthland Lucy, that is.

* * *

 **…**

The next day!

 _ ***Poke Poke* "Ben… Wake up~!"**_

" _*Yawn*_ …Oh, it's morning." Ben yawned as Wendy poked his cheek. Smiling at the boy, Wendy giggled as she woke him up. "Get up, sleepyhead~!"

Since the room they booked was a single, there was only a single bedroom, a bathroom, and a lounge. While the girls slept in the bedroom, the blonde shooed the boys away to the lounge. Natsu slept on the couch, while Happy slept on the chair. Ben, well…he slept all over the place, literally.

As Ben got up, he stretched, only for his arm to hit the door. "Oh… Must've rolled around in my sleep again…"

"Ya think…" Natsu and Happy groaned as they slowly got up. "You went alien every 15 minutes…!" The cat wiped his eyes. Everyone was starting to wake up, only for Lucy H. to practically scream at a note.

"WHAT THE HECK, EDOLAS ME?!" She barked at a note she left. Natsu and the others took a moment to fully wake up, before coming up to her. "What does it say?" Carla yawned.

"She ran away!" She showed them the note. She handed Wendy the slip, and she and Ben looked at it together. "Er, let's see…"

 _"If you walk for three days to the east, you'll reach the Royal City, I'm going to return to the guild. Later. I wish all of you the best of luck. –Lucy Ashley."_ Wendy read off the slip. Lucy H.'s eyes lit up.

"I thought she was going to help us…!" She gritted her teeth in comical rage as she started to stomp on the floor. "The nerve of her, for goodness sake!"

"Well, she wasn't intending to fight the Army from the start, ya know?" Ben finished wrapping his tie around his neck. Lucy turned around. "But that's me! I wouldn't forgive myself for such a thing, so I won't forgive her either!"

"But she's _actually_ different from—"

"Shut yo mouth!" Lucy interrupted Ben with a hiss. Natsu sighed. "Come on, give a rest, will ya? Does it even matter?"

"YES!"

* * *

 **…**

"Aaaaaaaaaand… All is forgiven!"

Hugging a book that she just bought from a store, Ben and the others sarcastically chuckled from Lucy's 180 change from anger to happiness. "And she's already back in high spirits." Happy was the one to point it out.

"I guess she's happy about finding that rare book at the bookstore, yes?" Wendy glanced back to the cats. Ben grumbled. "Why didn't they have two of those… Lucy definitely won't share that, that's for sure…"

"What kind of book is it, anyways?" Natsu turned his face to Lucy's. Holding it up like a relic, she grinned. "A book on the history of this world! You guys wanna learn about this world too, right?"

"They speak about this "Exceed" race in great detail, especially!" Lucy said as she opened it up. Ben shrugged. "That's just the name for Aerofel's species. They're probably the only race that has magic that they can use from within their bodies." He guessed.

"Who cares? We just need to—Huh? Hey, what's that?" He and the others noticed the sky getting darker. That, or something was above them…

A giant airship cruised above them. Ben eyed the airborne vehicle like an animal of prey, a familiar gesture that Wendy noticed. The group noticed a bunch of soldiers starting to run in the direction that it was flying in, with some of them barking about a giant lacrima.

"Oh, and there we have our ticket!" Ben grinned as they hid behind a wall. "That's everyone from Magnolia Town…" Wendy mumbled as she tried to peek through. "They're going to extract the magic from them in two days…"

"That'll be too late for us then!" Lucy yelped. Carla grimaced.

"Once they start the extraction process, that's when the people we know will be gone for good." Natsu then glared at it. "…Can we steal the ship?"

"Steal it?" Wendy asked with a bug eyed look. "That's not really necessary, we can just try to sneak on!"

"But that's boring…!" Natsu groaned. Happy looked up to his partner. "I'm surprised that you're suggesting transportation, Natsu."

"Yeah, with Wendy's Troia, I'll—"

"She can't use magic, remember?" Ben flicked his forehead. Natsu flinched. "Okay, change of plans…"

"Then we barge in!" Lucy ran up. Taking out a golden key, she attempted to summon a spirit.

 _ **"** ** _Op_ en, Gate of the Lion!" **_She yelled as she swiped her key. Instead of Loki though, Virgo came in his place. Ben and the others blinked in confusion once they joined up with her. "Eh? Virgo, why are you here? Where's Loki?"

"Onii-chan is on a date right now, so I came instead. Oh, hello there Ben, Wendy." She then bowed to them. "O-Onii-chan?!"

"Yes. Leo-sama requested that I address him in that matter." Ben facepalmed at that. "Remind me to shoot him in the face later…" He groaned as he activated the Omnitrix. Virgo blinked, before vanishing away.

Slamming the core down after reaching Cannonbolt's hologram, instead of morphing into the Arburian Pelarota, Ben was instead transformed into Blitzwolfer. "Blitzwolfer? Meh, let's go with this then!"

Going on all fours, as the soldiers of the Royal Army started to rush towards them, the Loboan opened his quadra hinged muzzle, releasing a green ultrasonic howl that launched them away. However, as much damage as it did, more and more enemies started to pile up.

"Crap… We have to get aboard that airship!" Lucy barked as she tried to use her whip. As she was about to snap it, one of the soldiers grabbed her wrist, while another knocked it out of her hand, before pinning her down to the ground. Some of the other soldiers took Natsu to the ground as well, but they needed quite the few.

"We're not gonna make it at this rate!" Wendy cried out as she slapped the face of a soldier with the Omni-Tool. Happy and Carla were trying their best not to get caught as Blitzwolfer continued to swipe away with his claws.

As he continued to fight some more off, several soldiers started to jump onto the Loboan. "Restrain Lucy's pet dog!" One croaked. The situation was starting to get hopeless, but in the corner of Natsu's eye…he saw a large figure rolling over to them at high speed…

"That's…" His eyes widened as the hulking figure knocked away a crowd of the Army. Blitzwolfer growled, before blasting his obstacles away with another howl. As the figure skidded over to them, it was revealed to be a large magic 4-wheeler.

"Hey, it's got Fairy Tail's mark!" Happy yelled out as a person's head poked out.

 _ **"** ** _G_ et in. Lucy informed me."**_

Blitzwolfer inhaled, before releasing one last howl. Blasting a gargantuan amount of foot soldiers away, he quickly joined with the others, but he was unable to transform back because there were still some of them that tried to attack the car.

Squeezing inside, the driver initiated the engine of his vehicle, puffing of fumes of smoke as it started to drive away. Its wheels burned with flames before blasting off…

* * *

 **…**

Starting to move east, Wendy helped pressed the Omnitrix dial, reverting Blitzwolfer back into Ben. The brown haired youth sighed in relief, as part of his fluffy tail was slammed between the 4-wheeler's doors. "Ow…" He rubbed his rear…

"Cool! This car's pretty cool!" Happy jumped around the inside of the 4-wheeler. Lucy and Wendy turned to the driver. "Thanks a bunch!"

"Kill me…" Natsu croaked as he started to get sick. Ben frowned as he tried to push him away. "Don't you _dare_ barf on me… Anyways, where're we going?"

"To the Royal City, that's where you guys wanna go, right?" The driver said as he continued to look forward. "It'll be faster to take this than that old crappy airship that you guys were trying to get aboard."

"That… Or I could've just gone Upgrade again…" Ben grumbled as he slammed the Omnitrix core. The flash replaced him with Gray Matter though. "…Gray Matter? I asked for a Galvanic Mechamorph, not a Galvan!"

"Gray Matter… That brings some memories back." The driver then said. The people inside the 4-wheeler were curious to his words, but were then shocked when the driver took off his goggles.

"Anyhow, nice to meet you all. I'm…Natsu Dragion, the Fireball!" He glanced at them, earning shocked reacts from everyone but Gray Matter.

"Natsu-san?" Wendy blinked. "This is Edolas's Natsu?" Lucy was surprised.

"I assume that's the Earthland counterpart of myself back there? Sheesh, what a drag." Edolas Natsu chuckled, and then turned to Lucy. "And just as Lucy said, the splitting image, huh?"

"Yeah, our Natsu can't handle transportation." Wendy giggled. Edo Natsu chuckled. "Ironic. I take pride in the name "Fireball". It means that I'm a wizard that specializes in deliveries, and I'm damn good at it too."

"Interesting. The need for an SE-plug is not necessary." Gray Matter noted as he jumped to the front. Wendy blinked in confusion. "SE-plug?"

"Back in Earthland, we also have magic 4-wheelers, but mages use SE-plugs to supply the energy needed to drive the vehicle. Since the residents of Edolas don't have an innate amount of magic located within their bodies, they presumably use magic as a fuel source." Gray Matter muttered. Lucy and the others were pretty much hearing ramble from him, but Edo Natsu grinned.

"Just as he said. And…we're here." Edo Natsu slammed his foot on the brake, skidding a little. Gray Matter flew to the windshield, splatting face first. "Do you mind the consequences of inertia…" He mumbled as he slid down.

"Hey, what's the big idea?" Lucy barked. Edo Natsu sighed as he looked down at the middle of his vehicle. "You see…"

"Magic power is a limited resource, making it extremely crucial for this vehicle as a fuel source. Because of that, it's a tricky deal to get now. So, this is as far as I can take you." He explained.

"Now, get." He gestured out. "I won't have enough fuel to get back to the guild if I go any further."

"UNDERSTANDABLE!" Earthland Natsu croaked as he crashed out. "See, he gets it."

"Okay, get out!" He then kicked everyone off. As everyone fell out, he glanced out the doorway. "You guys can go ahead and fight the Kingdom for all I care. But…don't get us involved. I only helped because _my_ Lucy requested that I did so."

"The fear of the Kingdom…" Gray Matter muttered as he tapped the Omnitrix dial. Reverting back to Ben, Edo Natsu stared at the boy, before looking up. "Sorry, but I don't wanna get my hands dirty. I wanna just continue cruising…just like how he taught me to enjoy."

"You mean, Omni…san?" Wendy stood up. Edo Natsu bit his lip, before noticing Earth Natsu dragging him out. "H-H-H-Hey! L-Let go!"

"Oho?!" Ben's eyes flickered at an interesting predicament. "I got something to ask you, other me!"

Landing on his rear, Edo Natsu looked up to the seemingly menacing eyes of his counterpart. It looked like he was going to attack, but Earth Natsu merely crouched down next to him with a curious look on his face. "Hey, how can you handle transportation so good like that?!"

Immediately, Edo Natsu shuddered in fear, covering his face while gasping. _**"I…I'm…sorry! I don't know either!"**_

"Wait… Why's he's being all scared and stuff for, all of a sudden? Are you really the me from before?" Earth Natsu pointed down at his counterpart in question.

"Y-Yes! I'm told that m-my personality changes when I get behind the wheel, I'm sorry!" Edo Natsu croaked. Happy and Lucy held in snickers behind Earth Natsu's back.

"…Wanna do a mirror act together?" She grinned with a troll face. Ben popped up between them. "I'll make six copies this time!" He smiled. Wendy pinched his cheek as she dragged him away.

"A-Anyways! I'm sorry, I'm sorry, but I only came this far because Lucy-san asked me to!" Edo Natsu bowed repeated in apology. Wendy shook her hands in dismissal. "It's okay. You don't have to apologize for that, don't force yourself."

"Doesn't seem you'll be much help anyways." Carla rolled her eyes. Edo Natsu was actually happy to see someone speak so kindly to him. "Are you perhaps… Wendy-san?"

"Hehe… You're all small and cute, compared to the confident and prideful Wendy that I know!" He chuckled. "And you, you're the me from Earthland, right sir?"

"Sir?" Earth Natsu grumbled. Edo Natsu then turned to Ben. "And you… You are related to Omni-san?" Ben shrugged. "Probably an alternate Ben Tennyson from another parallel timeline."

"I'm Happy, and this is Carla." Happy introduced him and his fellow cat. "And I'm Lu—"

"I'M SO SORRY! I ONLY CAME HERE BECAUSE SHE ASKED ME TO BRING YOU GUYS HERE!" Edo Natsu quick hid behind his car. The others then turned to their side, looking over a cliff.

"This is…" Lucy gawked. Below their eyes was the Royal City, a large circular space filled with civilization. A large tower was present in the middle of the Kingdom, most likely the King's area of domain.

"Ha! Come on, me! If we arrived here, ya should've said that in the first place!" Earth Natsu grinned as he wrapped a shoulder around his counterpart. Walking off to the edge, he pumps his fists.

"Alright! We're here!"

"And somewhere down there is the lacrima that everyone was turned into." Lucy grimaced. "Let's go!"

As Lucy started to go down, Carla and the cats followed, with Wendy shortly behind. Natsu thanked his counterpart, before running along with them. Ben walked down, but then stopped to turn around.

"Hey, Natsu." Ben glanced at him.

"Y-Yes?" The driver Natsu blinked nervously. Fumbling in his pocket for a second, he tossed the pink head a familiar looking battery. "Take this. It'll help to continue your cruising around." He winked as he turned around to join up with the others.

Natsu Dragion looked at his palm. It was the same battery that Ben made from the materials he used from Chromastone, Feedback, and Gray Matter's handiwork. Looking back at the now distant group, he smiled as he returned to his 4-wheeler.

"Thanks a bunch… And good luck."

* * *

 **…**

Now in the Royal City…

"This place is like an amusement park…"

Surprisingly enough, the team had no trouble getting into the city. Deeming from Edolas Fairy Tail's words, they had assumed that the place would be ruled by a dictator, or at least look like it was in shackles are a worse condition, not what they expected when it in fact looked like a buckling city.

"If this city's always like an amusement park, I _wonder_ how they celebrate Halloween here…" Ben folded his arms behind his head. Wendy turned to him. "Hallo…ween?"

"You guys haven't heard of Halloween? Huh, I guess that's another one of the differences between these two worlds and my universe." He blinked. Natsu and Lucy were a bit interested, despite the serious situation that was currently present.

"Oh, tell us then!" Lucy was curious. Ben smiled. "Well, for starters…"

Ben then started to explain the event. "Every year, during the last day of October, kids and other folks dress up in costumes. It can be anything, ranging from monsters to ghosts, super heroes, all sorts of things, and they go around to go trick-or-treating."

"Trick-or-treat?" Happy asked the boy.

"Kids go around other folks' home, asking for candy. The thing is, most people tend to decorate their homes with details to spook out the kids. That's what makes it fun, I used to do it a few times when I was a bit younger."

"Oya, and what did you dress up as?" Wendy stood next to him. "Er… A ghost, maybe a pirate… I…wasn't very original. I thought about aliens, but a lot of people weren't into that stuff."

"Already thinking of aliens even before you got the Omnitrix, eh?" Lucy giggled. She and Wendy giggled a little more at Ben's embarrassment as they continued to walk around.

Walking along a fairly busy street, Wendy notices a large crowd forming around an area. "Hey everyone, check it out." She then pointed to it.

"What's this all about?" Natsu said once they started to blend in with the crowd. Ben noticed that most of these individuals had clothing belonging to the higher class, and that their expressions looked…dull. Like they were addicted to something.

Wondering what the crowd was getting all excited about, it was then that everyone gasped at the sight of a huge chunk of lacrima. It was huge, with its radiant shining blue glimmering in the sun. Guards surrounded this large source of magic as an elderly man came out.

"Is that…?" Happy squinted his eyes. Rising his arms up, the crowd practically howled for the elderly man.

"The King of Edolas?" Ben clicked his tongue. "He _looks_ like he's mad with power, sheesh." He rolled his eyes. From afar, another figure viewed the sickening scene…

As the man put his arms down, so did the crowd's chatter.

 **"Children of Edolas!"**

 **"Our blessed land of Edolas has used its Anima to call forth ten years' worth of magic power! Look behind me!"**

"Called forth?! You stole it from Earthland!" Happy barked with gritting teeth. Carla tried to calm him down as he continued.

 **"Everyone, sing! Everyone, laugh! Let us raise our voices for a time of joyous celebration!"** The king yelled as he raised his staff. Lucy and the others viewed the crowd with down expressions. Ben was sickened by this crowd especially, when the king smacked his staff into the chunk, cracking few pieces off.

 **"And I promise! The next batch of this magic, it will be revolutionary! This piece will be** _ **garbage**_ **compared to our next feat!"**

Natsu watched as the broken shards fell to the ground. With livid eyes, it took Lucy and the cats to withhold the Dragon Slayer. Wendy grasped Ben's left arm, hugging it desperately to prevent him from using the Omnitrix.

"Please…control yourself…" Wendy muttered. "I feel the same way, but we can't make a scene, not like this…"

"But that lacrima! It's… It's…!" Natsu growled as he tried to go forward. Lucy shook her head. "We all feel the same way! We'll get our revenge, but not now… So, please."

Ben and Natsu gritted their teeth as they heard the disgusting cackling of Edolas' King, Faust. The two would promise themselves to give that old geezer a taste of fury, but later on. Leaving the scene, the team begrudgingly left to find a hotel, savoring their anger for another time…

* * *

 **…**

"How will we return everyone back to normal…?" Wendy asked with a soft voice. Carla was busying scribbling something, while Natsu looked out a window with an irritated look in his eyes.

"We'll have to ask the king himself. But we need to form a plan, otherwise none of our friends will be able to return back to normal safely." Carla knew Natsu was losing his patience. Surprisingly enough, the girls were surprised that Ben had cooled off.

Taking this time to do something else other than gloom for the situation, Ben was busy fiddling with the object he was messing with back in Magnolia. His blueprint measurements were complete, and he was now beginning to build another invention.

"I don't think he's just going to tell us like that though." Wendy protested against her partner. Natsu growled comically. "Then hit the old man till he talks!"

"Wait…the King! If we get close to him, I can use Gemini!" Lucy sat up, thinking of a plan. "What do you mean, Lucy?" Natsu folded his arms in curiosity. "Well, Gemini has the ability to transform into some via contact, and can know what the person is thinking when they're doing so!"

"Like when they transformed into Humungousaur and saw through my memories." Ben muttered as his eyes remained glued on his work. Lucy deadpanned as Ben wacked it with a hammer. "Oh, this? It's a multipurpose tool I made using Gray Matter's smarts. Has a hammer function, scissors, drill, and…"

"Whatever! The question is, how do we get close?!" Lucy cupped her chin. Carla smiled as she stood up, showing everyone a pathway drawn from the heart of the city, to the outside. "Through this."

"A schematic of the city?" Ben looked up. Carla nodded as she trailed her paw on the darkened line. "This was originally a tunnel that allowed the King to escape from the castle to the outside zones away from the city."

"Meaning a doorway out, is a doorway in." Ben summarized.

"Wow! How do you know this?" Wendy clapped her hands together. Carla rubbed her head. "Information…that's been popping into my head as fragments, ever since our arrival in Edolas."

"I wonder why I haven't gotten that…" Happy muttered in question.

"Anyhow, if we can sneak into the castle like that, we can probably manage!" Lucy raised her voice. "Let's go!"

"Yeah! Let's free everyone!"

"Yes! For our guild mates!"

"Hold it!" Ben and Carla stopped their teammates. Natsu and Wendy turned to them with lazy looks. "What now…"

"We leave at night. It'll be better that way. Rest for as long as you can. Ben, stop fiddling with that tech of yours!" Carla barked at Ben. The brown head pouted as he went back to it.

"It's almost at the prototype testing stages…" He muttered as he put it away. The team would wait a few hours, since it was already sunset, for their plan to initiate…

* * *

 **…**

"Why did you guys choose to have me use Gravattack again for…?" The Galilean sighed as he flew. Everyone was sitting down on top of the planetary alien. And of course…

"Oh god… HAAAAAAAAAARGUHAWEFGHH!" Natsu vomited rainbows from the back, creating a trail of color as the Gravattack flew to their destination. "You're lucky everyone else's on board, otherwise I would've thrown you off…" He grumbled.

The misty darkness reveled with the help of glimmering spots of spores and other light insects as Gravattack flew by. His green eyes glowed through the sky as Carla continued to direct him. It was a few minutes after they moved out from the city that they returned to the rocky terrain that Natsu Dragion led them to.

"Ben, down there! The entrance to the tunnel should be right in front of us!" She noted the alien. Floating down to a grassy area full of trees, Gravattack notices a patch of empty ground, with the entrance to what appeared to be a mining shaft or some other similar facility.

As everyone climbed off him, Gravattack flicked Natsu off his head, with the Dragon Slayer landing on the floor with a thud, before standing straight up with his body filled with energy. "Nice, we're here!"

"Whatever. Carla, is this it?" Gravattack tapped the Omnitrix dial, replacing himself with Heatblast.

"Yes, this is it." She nodded. Natsu turned to Heatblast. "Oi Ben, hit me with a flame! I wanna try something!" Natsu opened his mouth.

Raising a part of his flaming face as though it were an eyebrow, Heatblast's palm grew a fireball within. Tossing it into the pink head's mouth, Natsu chewed it up, humming in wonder.

"…What're trying to do now?" Carla sighed. "See if I can recover my magic if I eat fire!" Natsu protested.

"But wouldn't that work for Wendy if she sucked up the air around her." Heatblast countered that. Natsu blinked. "Oh, right."

"Enough! Let's enter!" Carla started to walk inside the tunnel. Natsu groaned as he and Lucy followed up. "Ben, light up the way."

"Yes, ma'am…" The Pyronite grumbled as he walked to the front. Wendy giggled a little as he followed behind. Carla stood close to the flame alien in order to keep track of the map she drew out. As everyone started to look around, Lucy shivered a little.

"Still, it doesn't look like this place has been used in a while, no, a long time." She corrected herself. There were wooden pillars, some of which were worn down, or broken apart, or even deteriorated by insect invasion. The crew also noticed that there were some old mining tools, such as pickaxes, shovels, and other common utilities.

Eventually, Carla stopped. "Right up here!" Heat blast held a palm out, lighting a small flame that illuminated the area in front of them. A blocked off passage was revealed, seemingly giving the idea that it was a dead end.

"This is it." Carla revealed. Lucy walked up to it, tapping on the wood. "This is quite thick, and it's also coated with magic." She figured out some of its layering.

"Then, use your magic, Lucy." Carla ordered. Nodding, Lucy stood back as she took out another golden key. "Here goes!"

 _ **"** ** _O_ pen, Gate of the Bull!" **_Summoning Taurus, she smiles. "Taurus has the most brute strength out of all my spirits! He'll be able to break down that wall with ease!"

"If that is what you desire, then I'll do it for that nice body!" Taurus huffed out some air through his nose as he grinned. Taking his battle-axe into his hands, he spun it around, adding a bit of momentum before crashing it into the wall in front of him.

A brief noise of crumbling exposed a continued pathway. "Look, a pathway!"

"Ha! That was a cinch, Lucy-san!" Taurus nodded. Lucy turned to him with a thumbs up. "Thanks a bunch, Taurus!" Giving her a thumbs up, he grinned with a perverted look. "Maybe you can show your gratefulness by giving me a…"

"Aight, ya done show!" Lucy gripped Taurus' key, sending him back. Heatblast and the others then looked forward. As Wendy looked down on her map, she nodded. "This path should connect us straight to the basement of the castle, or at least I'm hoping."

"Why do I feel that this is a trap?" Heatblast mumbled to himself. Continuing to walk for another few minutes, Carla looks to the left. "This way, into this cave."

"This is a pretty open place though. It's practically untouched." Lucy noted as the team started to walk forward." Carla looked around. "Don't let your guard down just yet. We have to get to the King's Quarters, and escape afterwards. This won't be an easy task."

"Just leave it to me and my magic!" Lucy boasted a smug smile. Natsu shrugged. "I'm relying more on Ben, if ya ask me."

"Hey!"

"Wait, Lucy, watch out behind you!" Heatblast's eyes widened as he shouted at Lucy. As he tried to tap the Omnitrix dial to change into XLR8, unfortunately he was too late. A white substance wrapped itself around Lucy, constricting her movements before he could intervene.

"Lucy!" Natsu croaked. The rest of the cast gasped as the blonde tried to move around. Before Natsu and Wendy could react, they too were captured by the white substance, leaving only Ben and the cats. Slamming the dial, the bright flash of green revealed a large group of soldiers that hid in the darkness.

"Let them go, or I'll—" Frankenstrike appeared, growling at the six soldiers that held them. A familiar voice to echoed behind him however.

 _ **"** ** _O_ r you'll what?"**_

Looking back, everyone's eyes darted over to a certain redhead. "So, these are the wizards from Earthland… And you… Who are you?!" She glared at the lightning alien.

"Erza?!" Lucy gulped. Erza Knightwalker differed in appearance to her Earthland counterpart. For one, her hair was longer, and went over her right eye. Wearing a looser set of armor that focused more on her arms, legs, and waist, she also wore a long, dark blue scarf. On her chest was a black and green leather guard though.

"They look different from Lucy Ashley and Natsu Dragion. The alien though, it could be anyone… Take the captured foes away." She ordered, earning a few 'yes ma'ams' from some soldiers.

"Wendy, Natsu, Lucy!" Frankenstrike yelled. "I swear, let them go now, or I will blast _everyone_ here to ashes!" He screamed. Erza Knightwalker merely folded her arms. "I know you won't do that. You care for your friends, and this situation doesn't allow you to make the demands."

"Crap… What the hell's going on?!" Carla gritted her teeth as she and Happy stood by Frankenstrike. Erza Knightwalker glared at the Transylian, taking one of the soldiers' lances and pointing it at him.

 _ **"** ** _N_ ow, answer the question! Who are you, and why do you possess the same transformations as Omni-nii for?!"**_

And that…was when everyone turned their heads to them in wonder. "Omni…nii?!"

* * *

And here she comes! Edolas Erza makes her debut in this story!

What do you guys think of the alias I came up for the alternate Ben? Too generic, or is it pretty good? On a scale of 1-10, how devoted should Erza Knightwalker be to him in terms of brotherly appreciation?!

Anyhow, about the Dragon form. What kind of element, or features do you think it should have? Since all Dragons are unique, and since the Omnitrix tries to create the ideal version of that species, what should I give the form? How about a name? Let me know what you guys think?

Sorry for those of you who wanted Natsu and Lucy, but it seems the Lisanna and Natsu pairing is winning! Maybe I'll give y'all _one_ more chapter!

So, with everything said and done, I'll be off! Please continue to rate/review this story, it helps a lot! Cya everyone!

 **Next part: "Truth of the Mission!"**


	41. Alternates and Chaos (Edolas Part 3)

I feel like I've started something I that won't regret. Or is it that I will? Idk.

Anyhow, welcome back to the Null Fairy! I can't tell whether you guys are crazy for your dang interests and whatnot, but anyhow, let's go over the crap you guys responded with!

 **Mega float guest:** That would be interesting concept. They never did explain how the Exballs did what they did, other than it just did what it did.

 **TomahawkESP:** Most people who refer to older or respected individuals in a more casual manner, like Onee-chan, or Onii-san. It's a reduced term for when you try to give an elderly brother-like figure a respected nickname/title.

 **Ultimatrix Bearer:** Fire fire, it's always fire. Maybe I'll do that, maybe not. Seems kinda mainstream, but it's not annoying either.

 **Nexus240:** True. I just finished binge-watching Owari no Seraph a few days ago. The demon weapons look pretty nice, their black and green color scheme looks so sleek! Especially Shinoa's, I love it since she's my favorite character from the series (YUICHIRO X SHINOA!)! And yeah, if you want to imagine anime Ben, refer him to something similar to Yoichi. Weapon ideas are a new thing to me, but are pretty interesting, so I'll think about it!

I also liked the design of the weapons in Megaman Zero. Whether it be the busters or the Z-saber, or the weapons of the Four Guardians, they're all good!

And thanks for everyone elses' reviews and suggestions! Regarding the Dragon form, I'm pretty much done thinking about the design for the savage transformation, but I'm debating you guys' thoughts on the name and abilities. Obviously, there's gonna be flight and a Roar of some variant, but I'm still wondering if I should implement certain elements for him to excrete. Absorbing magic could probably work for… I don't know, probably various elements, since the Omnitrix tries to create the idea version of that species.

Maybe the name will be… **Dragomni?** Coming from the Latin word for "all", and a part taken from the word Dragon? Eh? Eeeh? Whatcha guys think?!

Anyhow, that's all I wanted to say, so let's get on with this chapter already!

And once again, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading to you all! Cheers to all of you for over 135,000 views, nearly 930 reviews, and finally over 300 favorites and followers! Now, let's get it on for the 330,000 word count breakthrough!

* * *

 **Chapter 41:** _Alternates and Chaos (Edolas Part 3)_

 **…**

"…Omni-nii?"

Frankenstrike, along with many other of the cast that was currently present, turned to face Erza Knightwalker. "Answer the question, you swine!" She glared at the Transylian as stepped forward.

"No, you let them go, first of all…!" The electric alien pointed at her as his conductor coils started to spark with green electricity. Some of the surrounding soldiers gasped at the bright phenomenon. "Like I said before, you have no allegation to make any claims of your own. Now, answer the question, or else I'll do something worse than just capture your comrades."

"…" Frankenstrike bit his lip, before channeling his energy away. "I'm not exactly one to answer with accurate questions, but how about this? If you promise not to hurt them, I'll come along with you. But you've gotta leave the cats alone at least."

"…Of course. They fulfilled their duty." Erza looked down. She then kneeled, along with all the soldiers. "And we welcome them back to the Kingdom for their job well done."

"…What?!" Carla barked. "Wait… Then all this time… I've…?!" She gritted her teeth in confusion and anxiety. "No… NO, NO, NO!"

"Now then, take the prisoners away." Erza Knightwalker stood up again, swiping an arm. The guards handling the three started to walk off into the darkness, leaving Frankenstrike and the cats.

"…Prepare our honored guests a return trip home." She then snapped her fingers. Suddenly, a pair of soldiers approached the cats from behind, shooting a tranquilizer like dart into their backs. In an instant, they fell asleep.

"Hey!" Frankenstrike growled.

"Relax. They're not in harm's way, they've merely been put to sleep." Erza explained. "Guards, leave this bloke and me alone."

As the guards exited, Frankenstrike and Erza stood alone in the cave. "Now then, I won't ask again…"

Sighing, Frankenstrike reluctantly tapped the Omnitrix dial. The red head squints her eyes from the bright light, and was…very surprised to what she saw in the Translyian's place.

"…A child? But…you look like a younger version of Omni-nii…" Erza blinked. She then felt something awaken in her. "And I have a sudden desire to…" Ben flinched. "Oh crap…"

"CUDDDLE YOU UP!" She squeaked, before calming herself down. "…Never mind. Come with me, now!" Ben blinked, before sighing in relief. "Yes, Erza-s—"

"—No, you shall address me as "Onee-chan"! Do I make myself clear?!" She interrupted him, stepping up to his face. Ben gulped.

"Y-Yes, Onee... Chan."

Erza felt something awaken deep in her psyche. A certain blue haired Dragon Slayer felt a cold shiver go down her spine as it happened…

* * *

 **…**

"…Nnngh…"

Happy groaned as he opened his eyes. As they twitched, his eyelids opened up, revealing a pinkish ceiling to the Exceed's eyes. Sitting up, Happy wiped his eyes as he started to look around.

"…Ale? Where is this?" He was on an enormous bed, and next to him was Carla, dressed in pink pajamas. Tugging on her arm, he tried to wake her up. "…Carla. Wake up!"

Groaning a little on her own, the white cat does the same as she sits up. "…Huh? …He-cat? Where are we?" She asked. "What happened to us?"

"The guards put us to sleep, in exchange for Ben leaving himself behind as bait." Happy surmised from his memories. Carla wasn't concerned with their location at the moment though, as she soon started to go through the recent events.

"…Carla? What's wrong?" Happy turned to his fellow Exceed.

"My information…was a trap, all along…!" She stared at the floor in despair. "Wendy and the others ended up getting captured, and Ben's now lost to the clutches of Erza Knightwalker…"

"No, that's not true! How could it be? We were found on accident, it wasn't your fault in any way, Carla!" Happy tried to protest against the white cat's guilt.

"…And I even swore, that I would protect her… I swore that I would protect Wendy!" She gritted her teeth in sadness, but then… A large door in front of them opened, revealing two other Exceeds.

One of them resembled…a horrifying copy of a certain parfum man, while the other had black and white fur, a long neck, and was constantly pawing the air with his arm.

"You are the Exceeds that have completed their duty in Earthland?" This damn cat sounded just like him as well, even made the same bizarre movements. Oh my lord…

"ICHIYA?! WHAT THE HELL!?" Happy backed up in fear. "…Wait, he's a cat though."

"…You seemed to be surprised, why is that so?" The cat responded. The tall necked cat walked up. "Nichiya-san! They've never been to Edolas, so they've never seen another Exceed in their lives before!"

"Oho, that makes sense." Nichiya nodded in understanding. "Then, an introduction is appropriate. I am the Commander of the Royal Extalian Guard, Nichiya!"

"And I'm Nady, the Minister of State!" Nady continued to claw his arm into the air. "Let us congratulate you on completing your duty." The last word peeked a question of interest in Happy's head.

"Follow us, we have urgent business with the Queen." Nichiya gestured to the door. Happy and Carla jumped off the bed to follow them, leading them out into the open…which was filled with…

"Cats! THERE'S CATS EVERYWHERE, CARLA!"

"Welcome to the Kingdom of the Exceeds, Extalia!" Nichiya posed exotically. And that it was. The land of cats, cats swarmed the area like a typical city of humans. There were cats in schools, cats doing shopping, cats messing around. It was quite the unbelievable sight to Happy as he and Carla continued to follow Nichiya and Nady through the streets of the feline-filled town.

Eventually reaching a large castle with purplish-pink decorations, Nady explained their origins, and the basic information about the Exceed race. Passing through the castle guards stationed at the gates, the crew began to walk on a corridor with a view of the entire of Extalia.

"You see, the humans are creatures that need to be well checked. They need to learn that we are the superior species, and that their foolishness mustn't break the order of the world." Nady began.

"That, and they have the worst parfum… Nyah-men…" Nichiya plugged his nose in regard to his disgust in human stenches.

"Where we're taking you to is the place that the Queen manages her rule over these inferior and despicable miscreants!" Nady then turned back to Happy and Carla.

"The Queen has a marvelous parfum!"

"Yes, enough about that, Nichiya-san. But anyways, we can't have the humans be multiplying like roaches, so the Queen selects a bunch to exterminate!"

"…Exterminate? You don't mean…kill? W-Why would she…?" Happy furrowed his brows.

"In order to restore the balance of the misuse of magic in Edolas, that's the word of the Queen, lad." Nady answered. "And it's not just Edolas that she watches over. She manages the rate of humans in Earthland as well!"

"So, she decides when people die?" Happy's tone went a little deep.

"Cause she's a GOD, after all, nyah-men~!" Nichiya fumed some air from his nose as he said that.

"…But why? What exactly…was our "mission"?" Carla finally spoke out, although her head was still down and facing the ground. "Ever since I was born, the information regarding my mission was made aware inside me…"

"…What do you mean?" Happy turned to her.

"…To find the Dragon Slayer, Wendy, and eliminate her as the order of the Queen's "Human Management" initiative." She croaked. Happy was shocked to hear those words.

"…T-Then my mission…was to find…and eliminate…"

"But! We never had any intention to do so! Calm down, tom-cat! We didn't even complete that mission in the first place!" Carla barked at Nichiya and Nady. "Why is it that you said that we have completed our mission, when we did not?!"

"Eh? Are their memories damaged, perhaps?" Nichiya spoke to Nady. "Must be. After all, it's probably a side-effect of the "overwriting". I shall explain, white cat!"

 **"In accordance to the Queen's order for the Human Management initiative, 100 Exceeds were sent to Earthland six years ago! Implanted with information regarding their mission, it would allow them to seek out Dragon Slayers and eliminate them!"**

"Wait…then how come…?" Happy looked up.

 **"However, it was the introduction of the human's Anima that changed the situation. Rather than just killing humans, we could instead make use of their magic power. Dragon Slayers in particular possessive magic on a completely different scale from other sources, after all. That's why your mission was hurriedly changed."**

"…To what?"

Nady's expression turned a bit menacing. _**"Escort the Dragon Slayers to Edolas, to drain them."**_

Both of the cats dropped to the ground in utter devastation. Naby shrugged with his free hand. "I guess the long-range overwriting didn't have much of the intended effect, huh?"

"However, 'tis alright! You have performed your duties, and brought the Dragon Slayers here successfully! And their magic power will be brought out through the Magicalisation process, admittedly better performed by the humans.

"…That c-can't be… I brought them to Edolas of m-my own free…will." Carla stuttered like heck as tears began to stream down both of the cats' eyes.

"Nope, all part of the mission." Nady put that topic into a blunt matter.

"No…! I took them to the mines, to save…the others…!" She sobbed.

"Nah, we led you there!" Nady retorted once more.

"I… I wanted to protect her… To protect her and all that she cared for…"

 **"But that's just a little mental error! Nothing a little rewiring can't do! After all, it was changed from "kill", to "escort"! Blame the culprit for that, heh?"**

"…You…"

"Huh?" Nady blinked as he turned to Happy.

"How _dare_ you…!"

"Oi, what's with him now?" Nichiya gulped. Happy stood up, his face full of tears, but also…full of rage. Ruthless intentions were seen from that face that should've been like his name, and now…

 **"WE ARE NOT YOUR** _ **PUPPETS**_ **!"**

"…Nichiya-san."

"Nyah-men."

"…They've become Fallens."

"Indeed they…have."

"Guards!"

Turning around, Happy grabbed Carla's hand and dragged her up, before beginning to run away. "We're wizards of Fairy Tail! Come on, Carla, let's go save everyone!"

"Nichiya-san!" Naby turned to him.

"Yes! The angels who have lost their wings; the Fallen! Men, those Exceeds have been plagued by the influence of Earthland, and have become Fallen!" Nichiya cried out.

"After them! Those two Fallen are escaping!" Naby and Nichiya ordered the surrounding guardsmen. As several larger cats started to group up with the Commander, Happy cursed under his breath as he started to run out of the castle with Carla.

Exiting through the main gate, the guards started to chase them into town. Several of the townsmen eyed the conflict with confused expressions, risen even more once Happy dodged a sword swipe from a guard that got a little close to his tail.

"Oi, watch it with the tail! People love my tail!" Happy darted his head to bark back as he continued to run to the edge of town. However, as he did so, a line of cat soldiers approached the borderline, forcing him to escape into an alternative path.

After narrowly escaping their pursuit in them, Happy dashed into an alleyway, and hid under a cart with Carla, the two panted heavily as they tried to keep their presences hidden away. Nichiya stabbed his saber into the ground as he tried to look around the vicinity. "M-Men… They couldn't have escaped from town! Men, keep the borders safe, clear the streets! We shall check every nook and cranny for those two!"

"Sir, yes nyah!" The guards saluted. "Very good, nyah-men!"

Happy clicked his tongue. "Great, they're surrounding the area…" Carla blinked. "H-How do we get out, now?"

"If we wait out, we'll eventually be captured…" Happy narrowed his eyes, before taking off his knapsack. "Maybe, we'll have to barge through them…"

"But how? We don't have any weapons, and you know that we can't do any damage to those guards on our own!" Carla countered him. As Happy placed his sack on the ground, he gulped.

"Yeah, maybe we don't have the power to do so on our own, but what if we had some help?" He sweated a little with a nervous smile. "What help? There's no one here who could help!"

"I'm not talking about any _one_ here though." Happy retorted.

"Then how so?! What happens when the best we can do, just isn't enough?! Quit talking nonsense!" Carla snapped as she raised her voice a little.

 _"_ … _You get an upgrade."_

Taking out a small black and green badge from his sack, Happy looked down as it laid on the palm of his paw. Carla looked over at the small device with an unsure expression. "H-Happy, what is that?"

"A prototype device that Ben gave me. It's sorta like the Omnitrix, but it only holds one transformation, and a temporary one at that. It's extremely unstable, but…it's probably our only choice in escaping."

"U-Unstable?! Then you don't know what it'll do to you afterwards!" Carla tried to stop him. Happy turned his head in a negative response. "Not like it's going to be any worse if those guys take all the magic from Natsu and everyone else!"

"But…"

"No, we're going to get out of this, and then we're going to save everyone else! I'll protect you, Carla! Just watch me!" Happy smiled as he placed the badge on his chest. "He told me to use this when I wanted to save someone!"

Tapping it, the badge's green hourglass glowed as green energy started to surround Happy's body. The blue fur ball started to wince a little as his small body started to grow. Carla watched with worry as black stripes started to curl in around certain parts on his body. Happy's jaw and chest turned white as his teeth grew sharper. Growing to around seven feet tall, on each of his wrists grew out two slim, retractable black claws. His tail grew longer in accordance to his transformation, and the badge was still present on his chest.

"T-That form, it looks like…"

"HAPPY IS NOT HAPPY ANYMORE! HAPPY, IS NOW, **FURY**!" Happy roared. His eyes were now a glowing green, and lacked pupils. The transformed Happy grabbed Carla and placed her on his shoulder as he began to escape from the alleyway that they were hiding.

"There they are… Why is he so big for?!" Nichiya wiped his eyes, before he slashed his saber in his enemy's direction. "Men! Attack the Fallen!"

The soldiers yelled as they charged Fury, or Happy. Whatever you want to call him at the moment. Much to their shock though, the Appoplexian/Exceed hybrid chuckled mischievously as he sliced their swords into pieces with his claws, before whacking them away effortlessly.

"Lemme tell you something Extalian Royal Guard soldiers, guardsmen for the Queen of the Extalian Kingdom and men under Nichiya's order, Fury doesn't like you all! Back away!" He growled as a dozen more joined up. Carla sighed a little.

"W-What kind of monster is this guy?!" A cat soldier yelped as he thrown away with by his tail.

"This is most troublesome…" Nichiya mumbled as Happy continued to wreck all that came near him. Even the soldiers standing by the perimeter were forced away as Fury crashed into them. It was becoming a bit unstable, so…Nichiya decided to…

"R-Retreat!"

Backing away, Happy and Carla ran away in response, as evidenced by their lack of attackers. As they did though, Nichiya tripped on a cart full of hay. Knocking away the ramp that kept it front going downhill, he accidentally let it loose. As Happy continued to go off, the noise of the rolling cart of wood perked his ears up, but he was unable to react in time.

"Oh crap!" Carla swore as she and Happy fell into it, gaining speed by the second. Eventually, they reached a steep cliff side, and…

"WE'RE GOING TO DIIIIIIIIIIIIIIIE!" Carla shouted in fear as the cart began to fall. As they descended towards the cold, hard Edolian ground, a loud crash broke the wooden transport, leaving the two in a daze. Carla then got up, and shook the discomfort off…

"…Oomph. H-Happy, are you alright—Wait, what's going on?!" Her eyes shot open upon hearing the hybrid cat yelp in pain. With another glow of green surrounding his body, Happy's body started to shrink.

"Gaaaaaah… Urgh… Ough… Geh… Guess…guess it's over…" Happy panted heavily as he laid on the floor. Sweating a bunch, he slowly got up. "Y-You alright, Carla?"

"You…look at yourself…" Carla held her mouth in shock. Happy blinked, before standing up and looking at his hands. His eyes widened as well.

"This is…" On his forearms were a pair of black stripes. Looking down and around the rest of his body, there were stripes on his shoulders, side of his chest, legs, and on the back of his ears. He…sort of resembled an Exceed with tiger like features. His eyes _did_ return to normal though, but his fur seemed to be a little scruffier from before. The badge that was on him dimmed to a dark green, in which Happy put away afterword.

"It…must've been the side effects that Ben was talking about." Happy clenched his fists.

"…I-It doesn't look that bad though." Carla mumbled, with a…favorable tone in her voice? Nah, no way. "A-Anyways, where are we?"

As the two turned around, their eyes widened… "Wait, up there, that's…"

On a nearby floating island, Happy and Carla bore witness to a gigantic lacrima, at least thrice as large as the one that was present back in the Royal City. Carla's eyes widened as they looked down. "And down there…

"It's the Royal City… We're up in Extalia, which is above the place." Happy sighed. "How do we get down from here…?" As they began to ponder their new thoughts, some footsteps were heard behind them, and they seemed to be quite loud and…angry?

 _ **"** ** _KOO_ OOOONOOOOOO! WHAT THE HELL ARE YOU GUYS DOING ON MA LAWN?!"**_

* * *

 **…**

"Let. Go. Of. Me…"

Ben was currently being cradled up in Erza Knightwalker's arms. The two were now in the core tower of the Royal City's inner sanctum. Ben noticed that a lot of the machines and other utilities looked familiar, at least to his eyes.

Approaching a large door, that was when she returned to her normal, skewed expression. The two guards that were stationed there saluted her as Erza grabbed Ben by the collar, holding him over her shoulder as a large golden yellow and white gate opened.

Inside, was what seemed to be a meeting room of sorts? There were six seats, with six individuals present. Five were seated, and one stood next to the one in the middle, which was decorated with a golden coloration. As Erza walked in, the man sitting on that golden seat nodded at her.

"…Knightwalker, you have returned. Who is that person…?" The person, revealed to be Faust, asked. Erza bowed, before dropping Ben to the ground. The Omnitrix wielder groaned as he rubbed his rear.

"…Your Highness. We have captured the Dragon Slayers from Earthland. This person is an accomplice that was traveling with them." Erza saluted Faust. Those that sat on Faust's left side glanced at Ben.

Counting off from the seat nearest, Ben took a good look at the people that were present. First, **Byro** , an old man with a white and black robe. Next to him was a man with purple and white hair, this was **Hughes**. And last but not least, **Sugar Boy** , a blonde man dressed in pink armor that had a white cape.

"…Sit him down with you. We shall proceed with our meeting regardless." Faust ordered. Glancing to his left, he snapped his fingers.

 _ **"** ** _C_ ome, Bent."**_

A door in the far corner opened up, revealing a figure that seemed to be around Erza's age, maybe a bit older or younger, it was hard to tell with the gray and green mask he was wearing. This "Bent" character was dressed in a white lab coat, with a black dress shirt worn under. Wearing brown pants, he had shin guards, along with leather guards on his forearms in addition to black gloves. His coat had a hood that covered his head.

Ben watched as Erza sat down on the seat in the middle of the right side. Sitting on the edge was a large, black furred Exceed that had a white jaw. A scar on the left side of his face was seen through his helmet and armor. This was **Pantherlily**.

As soon as Bent sat on the seat next to Erza, Faust turned to the middle of the room. "…Resume, Byro." He ordered.

"Yes." Byro nodded with a snarky laugh. "It is just as the legends say, milord. We knew that the mages from Earthland held magic power within their own bodies." Sugar Boy hummed.

"Oho…just like the Exceeds…" He smiled. Byro nodded. "Yes, but the power that they possess is nothing compared to that of the Exceeds." The girl standing next to Byro, **Coco** , touched her cheek.

"So that also means that the girl named Lucy also has magic power in her body?" She tilted her head in curiosity. Byro smiled. "Yesh, Coco."

"That's pretty amazing, right? Killing her would be such an amazing waste, wouldn't it?" Hughes gestured to her. Ben's eyes widened, before he calmed himself down. Glancing to his left, Bent seemed to be expressing no emotion whatsoever.

"That is irrelevant." Faust raised his voice slightly. "We have orders from the Queen of the Exceeds, Shagotte. We _will_ eliminate her." Coco shuddered a bit. "An order from the Queen?"

"Then we must do so… We cannot set aside the Exceeds' orders…" Sugar Boy sighed a little. Hughes sighed as well. "Such an amazing, but annoying waste! Dang!"

"And better yet, despite our recent development in our technology, we still cannot extract magic power directly from human bodies." Byro added. It was then that Pantherlily opened his eyes.

"Then what shall we do about the Dragon Slayers?" Ben bit his lip as he mentioned that.

"Despite being human, they aren't quite human, if you think about it." The old man glanced at Pantherlily. "If our experiment is a success, then our technology will be able to potentially gain a near infinite supply of magic from their bodies…!"

Ben would've gone Humungousaur if he had the chance, but he couldn't risk it. He could tell that Pantherlily, and to an extent, Bent, were redeemable fighters. Along with that, Erza, and probably the others, seemed to be capable of casting a higher degree of attack.

It was then that Faust looked up slightly. "Very good. Byro, begin the operation immediately. Also, speed up the extraction of the Earthland lacrima located in the sky above the Royal City."

' _Above? It must be on one of those floating islands then…'_ Ben mused as he glanced up. Faust then dismissed the group. As Hughes, Bryo, Hughes, Sugar Boy, and Coco left, Erza grabbed Ben once more, and exited shortly afterwards.

"Knightwalker. Keep the perimeters secured until everything is ready. Bring your weapon." Faust noted. Bowing slightly, Erza walked off. Pantherlily stood shortly, and after glancing at Faust and Bent for a bit, he bowed and exited the room.

As the doors closed, it was then that Faust stood up.

 _ **"…** ** _I_ sn't it ironic, Bent? Or shall I say… Ben Tennyson. That youngling bears an uncanny resemblance to you…"**_

"…" Bent remained silent.

 _ **"…** ** _N_ ow, is it ready?"**_

 _ **"…** ** _Ye_ s, Lord Faust."**_

* * *

 **…**

"…Where are we going now?" Ben grumbled as Erza Knightwalker went back to her cuddles. "We're going to visit the prisoner."

"Lucy…" Ben realized who it was. "Where are Wendy and Natsu?"

"I'm afraid I can't answer that." Erza's smile diminished for a split second. "We have a grand use for them, for the benefit of this kingdom."

"So, stealing magic from other places is considered the norm and the good of this place? Give me a break…" Ben rolled his eyes.

"I-It's not all bad like you say it is! Look at all we can do from all the magic that we accumulate! We can enjoy life to the fullest!"

"But what happens when that resource runs out…?" Ben looked down. "Magic in this world, is like water, a non-renewable resource. You can't just think that it'll be all merry and good if you find a way to take a priceless thing from another world."

"…But we must. Magic is a big deal for our culture. That's why we banned it from the uses of guilds and markets from around the country. We must try to preserve what we have, in hopes of replenishing it in the future by other means."

Erza's expression remained in a calm but troubled way as they ventured towards Lucy's cell. Ben didn't want to make any moves, for the reason was…Erza's spear. He felt as though that weapon contained a vast amount of power, despite its appearance.

Eventually reaching Lucy's cell, the blonde immediately stood up. "Ben! And…Erza?"

"It's a complicated mess." Ben shrugged. Lucy shook her head. "Never mind that! Is everyone okay?"

It was then that Erza's expression returned to her default; the one she put on when she went hunting as the Fairy Hunter. "Yes…everyone is safe. But I'm impressed that you can still put on a face of bravery. You realize the situation you're currently in, do you not?"

"Yeah, something probably relating to be dying or something else… Already used to that crap." Lucy shrugged, or, at least she tried to. "But your face, your voice, it's just like…"

"Our Erza, you mean." Ben folded his arms as he leaned against a wall. "This person is different though, so despite your ease, don't lower your guard, Lucy." He then warned the blonde. Erza exhaled, closing her eyes for a second.

"The Earthland me… Am I really such a similarity to her?" She then asked. Lucy smiled. "In our world, you're a member of Fairy Tail!"

"…What?" She was a bit surprised by that. "Yes! You're strong and cool, and…a little scary, just like her. But people rely on you, you're a natural leader!"

"Can I mention that she obsesses with sweets and clothes, and treats me like the same brotherly rag doll like yourself…" Ben croaked. Erza Knightwalker narrowed her eyes in slight embarrassment, before glaring a little at Lucy.

"Enough." She then grabbed Lucy by her hair, making Ben growl. "Hey, watch it, Erza!"

"…You may try to convince me, but I am not the Erza you know." She said as she continued to drag her out. Ben tried to release her hold, but was unable to compete with the woman's strength of grip. Eventually, she stopped, but threw her towards the edge of the corridor.

"Erza, please! I know you're still the same person deep do—"

"Silence." Erza then used her spear to hold up Lucy by her cuffs. She was about to drop her to oblivion, but Ben took this opportunity to push her away and activate the Omnitrix, quickly slamming the core and becoming Astrodactyl.

"Hang on, Lucy! Kaaaaw~!" The jetpack alien hawked as he grabbed Lucy's waist. From his pack, propulsion blasts blew up in Erza's face, knocking the spears women back a few steps as she covered her face. Flying out, she growled as she slammed her fist on the edge.

"We're getting out of here!" Astrodactyl croaked.

"Return her at once! I have orders to eliminate her!" Erza demanded. Right as the pterosaur alien was about to respond, the flapping of wings were heard from above. A few moments later, Happy and Carla came flying down.

"Exceeds?" Erza gasped. As the two floated near them, Astrodactyl and Lucy noticed the markings on Happy, the stripes visible from his clothing.

"Happy! Carla! Wait, why can you guys use your wings?" She was a bit confused. Carla smiled. "The problem…was our hearts. But we are no longer bound, and are free to roam the skies once more!"

Happy looked at Astrodactyl. "Heya, Ben!" He waved. The alien kawed. "I see… You used it. I'll do something about that later."

"Nah… I kinda like the stripes! Gives me the image of a mighty lion cat! It was pretty nifty to transform into a Rath like copy though! Does it always feel like a good stretch when you transform?"

"Yep."

 **"HELLO?! Please give me that woman!"**

The four then turned to Erza Knightwalker. Carla folded her arms as she floated in front of her. "Regarding that order, it's been recalled." She shrugged.

"R-Recalled? But, even if you are an Exceed, I do not believe that you have the necessary authority to cancel out an order given out by the Queen!" Erza tried to protest.

"…Learn who stands before you." Carla suddenly spoke out, confusing everyone, no, leaving everyone speechless actually.

 **"It is I, Princess Carla, daughter of Queen Shagotte!"**

Immediately, Erza kneeled.

"My sincerest apologizes!"

 _"…Where are the Dragon Slayers?"_

"In the basement of the west tower."

 _"Release them at once."_

"…That, I cannot do. I lack the authority to do so."

 _"I don't care, do i—"_

"No, Erza! Those two Exceeds are Fallen! They've been chased out from Extalia!" Pantherlily yelled out suddenly as he joined up with several guards. "Kaaw! An ally of yours?" Astrodactyl croaked. Happy gulped. "Doesn't look like it! There weren't any Exceeds as buff as that guy!"

"Well, time to run." Carla started to fly away. Happy blinked, before following up with the cat.

"Wait, so is she a princess or not?!" Lucy was asking the important question. Astrodactyl sighed. "Lucy, not the time!"

Erza gritted her teeth as she watched the four escape towards the tower. Growling, she slams a fist into the ground. "How dare they…!" As she stood up, she twirled her spear. "Omni-nii, watch over me as I deal with these scum!"

As Astrodactyl and the cats continued to fly away, the entire facility was alerted. Sirens and bells sounded off, alerting everyone about the two Exceeds as well as the flying alien carrying Lucy.

"Thanks a bunch, Ben. You two as well." Lucy smiled. Carla muffled. "You aren't angry at us though?"

"For what?" Lucy asked. "Even though I was captured, you came to help me out! I'm not angry, teehee!"

"I'm a bit uncomfortable though. Even those this Erza's different, she still somehow had the urge to treat me with the little brother act! That was a bit of pain to deal with…" Astrodactyl crowed. Everyone chuckled in response as they started to fly off to the western tower…

"Well, we gotta go rescue Wendy and the others! To the west tower's basement!" Carla ordered. As they got closer, Lucy's ears picked up an eerie sound, only to do a spit take as she turned her face.

"Holy Celestial Spirits!" She yelped as everyone glanced back. Nichiya and his men were now in pursuit, with an even larger group than before. "It's a flock of cats!"

"…Is that an Exceed that looks like Ichiya? I think I'm gonna hurl…" Astrodactyl sweat dropped.

"Chase the Fallen, nyah-men!" Nichiya yelled as he and his troops started to speed up their attack.

"We can't fight like this! Get to the ground, hurry!" Carla spat out as she dived down. Happy and Astrodactyl followed up, only to stop midway. "Crap! There's troops down on the floor as well!"

It was true. The entire courtyard was filled to the brim with soldiers, in which they all seemed to be carrying a different type of weapon, compared to the lances they had earlier. Bearing a resemblance to a hybrid of a laser lance that the Forever Knights used, and a blaster, several dozen of them tried to shoot at the four with green energy pellets.

Happy and Astrodactyl could feel Erza's glare. It was literally just like Earthland Erza's. It's a bit troublesome knowing that a person that's extremely skilled in combat would be against you in a situation such as this.

Faust caught wind of the scenario. "What is the meaning of this?!" Coco popped out, poking her cheek. "It seems that the Extalian Royal Guard is chasing after those two Fallen. Hey, what's that bird thingy flying with them?"

Faust looked upon Astrodactyl and the Exceeds. "…Another monster. Grr…" Coco gulped as his eyes went a little blood shot.

 _ **" _I_ NITATE CODE ETD!"**_

Upon hearing his call, several soldiers blew from some trumpets, alerting the entire crowd from several points in the area. Erza and the others were surprised to Faust's supposedly surprise alert of action. From the floor of the courtyard, a door opened up, revealing Bent. Walking out, he seemed to be carrying a terminal in his hands. Inserting his arms into two slots, several projector-like devices sprung up from the castle's walls.

 _" ** _N_ umbers 10 to 12… Operational."**_

 _" ** _N_ umbers 2 to 4… Operational."**_

Bent continued to sound off the activation of his connected devices as they continued to spring up into place. His mask glowed as wires attached to the terminal traveled to the stationary devices, powering them with a green energy.

Sugar Boy smiled nervously. "His Majesty has activated the Territorial Security Last Defense Operation…" He seemed to be troubled, and a bit…happy? As he and the rest of the crowd watched, Astrodactyl and the cats tried to fly through the skies in order to take shelter within one of the buildings. As every single device lit up with a dark green light, Bent turned his wrists.

 _ **". _.._ Code EDT, activate."**_

Blasting out rays of sparkling green light towards the horde of Exceed, Astrodactyl and the others watch in horror as the cats started to scream in pain. "What?! Why are they aiming that at the Exceeds for?!" Carla barked.

"What're they doing?" Lucy blinked. Astrodactyl narrowed his eyes as he looked upon the projectors of light.

"…They appear to be energy converters of some kind… A place like this shouldn't have that kind of tech, unless… Is it him?" Astro looked down at Bent. _'Then that must mean…'_

"Those Exceeds, what's happening to them? Aren't they supposed to be like angels or Gods to humans? What is this, a rebellion?!" Lucy cried out. Carla grimaced. "Whatever the case, let's use this time to go and search for Wendy and Natsu while we're in the midst of this confusion."

Erza gasped as she spotted them. "Crapbaskets, they're heading to the west tower! Double our defenses, and achieve an assault on them!" She quickly ordered as she started to sprint towards the very same location they were heading off too…

"…So this is why he bolstered up the army, and had _him_ build those things… I don't like the looks of this…" Pantherlily growled quietly as he watched the guards listen to Faust's new speech. Bent remained silent, until he returned back into the darkness…

* * *

 **…**

Now inside the Western Tower…

Entering an entranceway, Astrodactyl released Lucy, letting her feet land on the ground. Pressing the Omnitrix dial, the flash replaced the dinosaur alien with Diamondhead. The Petrosapien quickly morphed his arm into a sharp blade, and sliced off the white substance that acted as cuffs for Lucy's arms. As soon as it was split in two, it seemed to have dissolved almost immediately.

"I should get a sample of that for later on. Could be _real_ useful for subduing other mages once we get back." Diamondhead suggested with a nod. Carla rolled her eyes as the group started to descend down some stairs.

"Anyways, this is getting pretty messed up, isn't it?" Happy noted. Carla nodded. Lucy was a bit overwhelmed by the situation. "I can't believe that the Exceeds are going to be in a war with the Humans! This is going to be hectic, I'm sure of it…" She groaned.

"It doesn't have anything to do with us though. Let's try to leave it at that." Carla responded as she increased her speed. "They can fight their pathetic war for all I care about! All that's important is getting everyone into a safe situation, starting with rescuing Wendy and Natsu!"

"The cat's right, ya know?" Diamondhead shrugged in agreement.

The group was now starting to enter the lower levels of the tower. Dark bridges made of stone, with brick stair cases to accompany the darkness of the dimly lit foundation. As they jumped down a staircase though…

"…?! Oi, watch it!" Diamondhead pushed everyone back, and generated a wall of crystal. A spear crashed into it, exploding the nearby area a second later. The others gasped as Diamondhead narrowed his eyes down on the weapon that was just thrown at them.

"… _Diamondhead_. You really do have some connection to Omni-nii… But, no longer! Yooooou, shall not… PASS!" Erza Knightwalker shouted.

Diamondhead groaned. "Great… And she's brought the cavalry along with her as well…!" Lucy sighed in agreement. "For goodness sake, haven't you caused enough mischief?!"

"And we should be saying that…?" Happy sweat dropped at the ironic comment that she just made.

"Well…" Erza smirked. Diamondhead immediately shot his eyes down as he watched the spear spark, before initiating another explosion that blew him back this time. The Petrosapien landed with a skid, rubbing his head a little.

"I'm okay!" He gave a thumbs up as he remained on the floor. Erza snickered as she jumped down to her weapon, picking it up from the middle of the rubble.

"And just as durable as Omni-nii's as well… But no matter, we shall end this predicament!" She then grinned as she aimed her spear at the group once more. Diamondhead groaned as she sat up, before pointing at her.

"Happy! Head-butt!" He yelped. Happy quickly shot out, slamming his skull into her stomach. Gasping, Erza was slammed into a wall, dropping her sparking weapon in the process. As it landed on the ground, the spear exploded the area, quickly leveling the floor that they were standing on.

"Crap, crap, crap!" Diamondhead ran up, grabbing everyone as he lunged out. Encasing everyone in a bear hug, gravity started to do its work as it dragged him and everyone in his arms down to the lower floor. His back crystals shattered upon landing, but Diamondhead merely shook off the pain as he ran into a nearby room, which happened to be a cellar.

"Ow…" He winced as he grew back the spikes on his back. Setting them down, he tapped the Omnitrix dial, finally returning to Ben after all this time.

"So, we're kinda trapped down here." Ben cracked his neck. "And I think I landed on my rear wrong, ouch ouch…" He rubbed his rear a little in discomfort.

Lucy and Carla sat down. "There's probably a tight circle of security around where they're keeping Wendy and Natsu." The blonde sighed.

Ben cracked his knuckles. "I swear, if they land one _finger_ on her… Oh, they'll pay…!" He frowned.

"Even though we made it this far. We have a boss battle just waiting for us around the corners of this forsaken dump." Carla grumbled. "Wendy…"

"We can't give up though! Natsu wouldn't have given up, so neither should we!" Happy shouted. "It's our turn to learn from him!"

"Do you have a plan?" Lucy wondered. Ben looked around, and then grinned with a mischievous look.

"I think I have just the thing! Happy, you're going to help me with something…"

* * *

 **…**

"Let's go, my ruffian cat friend!"

"AYE SIR!"

Exiting from the cellar, the screams of pain from Natsu and Wendy aggravated Happy as he quickly flew through a long hallway. What surprised the guards around the area was the fact that he was carry Gutrot. Swirling like a drill, Gutrot released a green gas into the room.

"Take a _gas_ , what do you think this stuff is?!" Gutrot punned lamely again, earning a frustrated sigh from Carla as the guards tried to not breathe in the gas that he excreted.

"What the hell kind of… Geheh… Hehehheh… HAHAHAHAHAHAHAEHAHAHAHAEHAEHRAEGAERGFAEFAWEFAWSFWAFWASGEA!" The soldiers started to laugh uncontrollably, clenching their stomachs in pain as the laughter gave them cramps.

 _'What kind of horror is that…?'_ Carla and Lucy gulped nervously as they flew, following Happy and Gutrot as they flew forward. They stopped once Happy bounced back towards them.

"Ow." Gutrot laid on the floor as he sat up. "Great, it worked, but not that efficiently."

"I haven't seen that form before, but it seems to be most troublesome…" Erza Knightwalker stepped forward. "My men seem to be in a trance of uncontrollable laughter."

"Yeah, that's why it's called 'Laughing Gas', ya know?" Gutrot shrugged sarcastically, standing up a moment later.

"Regardless, I knew that you would try an assault in one way or another." She grinned. A shriek from Wendy turned Gutrot's face towards the direction that it came from.

"Wendy!" He yelled. "Oh, you guys are so done now!" He barked. Another scream from Natsu only served to fuel his anger further. "Stop draining their power this instant!"

"Unfortunately, we cannot cease this operation, as I stated beforehand. We need their power for the use of Code ETD." Erza responded. "Our eventual battle with the Exceeds balances on this."

"Then we have no choice but to…" Before Gutrot could unleash another dosage of gas, Erza sparked her spear in his direction, exploding the area in front of him. Gutrot yelped as he was sent launching back.

"Ben!" Carla shouted in worry. Lucy tried to use her magic, but the white substance seemed to have an after effect, preventing her from doing so. As Erza K. stepped closer, she aimed her spear at the trio, and was just about to deal the finishing blow…

Whatever action she was going to do though, brought the chills…literally.

"…What is this?"

Turning around, two figures were shadowed in the icy mist. One of them cracked his knuckles, while the other stepped forward, with metal armor screeching slightly as they made their appearance.

 **"…You dare attack my kin, and kidnap his girlfriend?!"**

 **"We'll never forgive those who lay a hand on our guild members!"**

Happy and the others stared at the scene with glistening eyes of disbelief. Erza and her guards turned around in shock, as a familiar ice mage growled at them.

 _ **" _E_ very single one of you, are now our enemies!"**_

 _ **" _E_ NEMIES OF FAIRY TAIL!"**_

Lucy doused her face with tears upon seeing the familiar faces. "You're here…"

 ** _"G_ RAY, ERZA!"**

"Nani?!"

"Piss off! WHERE THE HELL ARE OUR GUILD MEMBERS AT?!" The ice mage released a torrent of ice, blowing away the regiment of guards. Erza K. leaped and attempted to slash at him, only for Erza S. to intercept.

"Gray! Get Lucy and the others! Happy, go to Gajeel!" She growled. "I have to settle a score with this wench that attacked my brotherly figure!"

"Aye sir? Er, aye sir!" Happy flew off.

"Got it!" Gray quickly ran as the two Erzas were locked in combat. Lucy quickly got up and ran with him to Gutrot, who was whimpering.

"Come on, get your butt up, Ben!" Gray lifted him up. Gutrot rubbed his head, before reverting back to Ben in a flash. "Ohhh… That felt weird."

"Whatever! We need to get to Natsu and Wendy!" Lucy barked. Slapping his cheeks, the group of five proceeded to run towards the room that contained Wendy and Natsu, leaving the Erzas to fight…

* * *

 **…**

 _ ***SLAM!* *SLAM!***_

 _ ***CRAAAASH!***_

Gray kicked down the metal door that blocked their path. Ben practically screamed for Wendy as he ran to her. She and Natsu were laying on the ground, motionless.

"WENDY! WENDY!" Ben cradled her in his arms. "Come on, you gotta wake up!" He cried out a few tears.

"Oi, flame brain! Wake up!" Gray shook Natsu's body. It didn't seem to be doing much, which made him remember something. Taking out a glass container from his pocket, he threw a small red pill at Ben.

"Ben, catch this and feed it to Wendy!" Lucy looked at the pill in wonder. "What're those?"

"Didn't you get one of these Exballs from Mystogan?" Gray quickly answered. It was then that she did remember doing so, albeit very, _very_ briefly.

Dropping one into Natsu's mouth, Gray forced him to swallow it. As he did so, he started to choke a bit, before having his eyes shut open immediately. "GAAAAAAAAAAAAH!"

"Natsu, you alright?!" Lucy blinked. Natsu growled loudly as he panted, slamming a flame fist into the ground.

 **"Gotta stop him… Or else…!"**

"Stop? Who are you talking abo—" Lucy wasn't able to get an answer, as Natsu literally ran off as soon as he recovered. Gray and the blonde then turned to Ben, who tried to give Wendy her pill.

"Come on, you gotta swallow it…" Ben tried to shake her body. It didn't look like it was going to work, so Ben blushed a little when he resorted to his next plan of action.

"…I'm sorry we couldn't do this when you're awake…" Ben mumbled so quietly as he took a small bottle of water from his pocket. Taking a whiff of water into his mouth, Lucy and Gray watched with reddened ears as he…

 _ ***Chu…***_

Cradling her head in his arms, Ben lowered his face, locking lips with Wendy and releasing the fluid in his mouth into hers. The water dissolved the pill, mixing it with the liquid as it when from their mouths down into her throat, causing her to swallow. Releasing his hold on the brim of her delicate and soft parts, Wendy started to sweat a little, before coughing.

A moment later, her eyes twitched, before slowly opening up. "…B-Ben…? Everyone…"

"Wendy… Wendy!" Ben embraced her in a tight hug. Wendy's eyes widened as she blushed, but she quickly went to a worried look as she released her hold.

"…We're…in trouble…" She muttered. Gray and Lucy gasped, because Natsu said the same thing. "W-Wendy, what do you mean?"

Letting her go, she panted for a while, before looking up. "The Royal Army… They're going to use the giant lacrima, in hopes…of destroying Extalia!" She revealed, with tears starting to roll down her face.

 _ **" _T_ hey're going to use everyone in the guild as a giant bomb!"**_

* * *

…Kissy, kissy is good fluff moment?

Kinda think my nickname for the Omni persona's a bit…lackluster, but still a bit right. Gives the feeling of suspicion when you think about it actually. And yes, Omni has the body structure of something similar to Omniverse/AUF Ben.

I plan to give Erza Knightwalker some additional effects to her weapons, adding some different abilities to her Ten Commandments. Maybe I should give the spearheads different looks in accordance to that as well? What do you guys think?

And, for the Nali and Nalu wars! It appears it's at a stalemate, so…I'll be deciding the outcome for this, I am the deciding factor! Fear my decisions over yonder suggestions!

How do you propose I should introduce Omni Ben into the scenario?! A battle between Bens?! Or maybe a double confrontation with Faust?! Lemme know what you guys think!

So, that's all I wanted to say, so if I'm not needed I guess I'll be going! Thanks again for your continued support! Please, keep on with the reviews and ratings, and have a merry time everyone! Tally-ho!


	42. Edolian Conflict (Edolas Part 4)

Alright everyone, we're back! The best number of the world descends upon this story!

So, welcome back to the Null Fairy. My mood has lessened from that crazy amount of typing I did for the last few chapters, but this one's got a few more thousand words to compensate for that. Now then, let's see what you crappers have to say!

 **RedDragonForce1:** Sorry to say, but I decided for a more opportunistic approach for the battle of the Bens. Wanted to…bring in some extra content for the sake of the story, and to develop somewhat of a backstory for this new character. It'll serve for a purpose much later into the story. For the Edolas and Earthland interactions, I think that'll happen in the next, or next next chapter! Oh, Omni Ben and Edolas Wendy fluff will come in the next part, so don't worry!

 **10finityX:** Naw, Master is literally the most OP condition you could give a Ben Tennyson, and that doesn't matter what universe it's from. Elemental Dragon form is a go though!

 **Mega Float Guest:** Truly, I wanted to test out a little thing. Like, I wonder what would happen if I tried to incorporate one time interactions with things from Ben's universe to those of the Fairy Tail universe? Rath Happy is a funny thing to make, but he does have slight differences. Height and claw count for one thing, but other minor mishaps there and here.

And naw, Kevin's still in the Null Void. Remember, in Omniverse he kept on going on, living in there for quite some time. It was only a few years later that he got a way out. Perhaps he might've heard of Earth, but most likely he'd be caught in the interplanetary conflicts across the galaxy in one way or another.

Edo Ben and Wendy is a go! Omakes and other stuff may a little nice thing to do too. Thanks for the suggestions.

 **Dndkeg:** I blame my watching of Toradora and Okami-san for the inspiration for Happy's transformation. Coco interactions… _maybe_ , just for the devious reactions… Double confrontation may or may not be a go. Depends on which alien forms I make them use.

 **R.A.V.E07:** Well, it _is_ possible to learn it, but I'm still thinking of what to give him. Ben's already pretty OP.

 **TomahawkESP:** You know that'd just make the entire world go catastrophic. Imagine an Ultimate Atomic-X…yep. Utter GOD-LIKE RULE! Still kinda funny when I think about it though, lol.

 **Izuku Rox:** Ben and Wendy date will occur after this Arc's done. Look forward to it!

 **RedBurningDragon:** Well, I do plan to give Erza Knightwalker some additional weapon attachments to her spear, but the question is, _what_? Eh?

 **Nexus240** : Well, don't wanna go overboard with all the weapon ideas. Some things like an armor set, or additional weapons are fine, but let's not get to complicated, yeah? I'm still thinking about your previous ideas, so 'tis all good.

 **Dragon Storm:** Lol, it'd be funny to watch Ben transform into an Ultimate Alien in front of Omni. Lisanna's new transformations based on the Omnitrix aliens…? Interesting…

OVA's will come and go, depending on the time period in which the story takes place. Some OVA's take place canonically after certain episodes, so they'll come and go as they reach the points.

Still thinking of a name for the Dragon form, tell me what you guys think!

So, with everything all said and done, let's get going onto this chapter! As always, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading to you all! Thank you all for over 145,000 views, and over 975 reviews! Cheers for this 12k word chapter!

* * *

 **Chapter 42:** _Edolian Conflict (Edolas Part 4)_

 **…**

"…I have returned, Your Highness."

Faust turned around. Standing in the open area in front of the meeting room, Byro appears. "You have completed your task?"

"Indeed I have! The power of the Dragon Slayers' magic is one to behold. With that vast amount of power, it will be a chore in the least, to launch _that_ into that wretched place." The old man snickered.

Faust's eyes widened slightly as he responds with a smile. "Excellent work. That **giant lacrima** will serve as the wrecking ball of the future for all of the Kingdom!"

Faust then turned around once more, snapping his fingers once more. "…Bent, come to me."

Coming down some stairs, Faust points at him. "Go to the lacrima. Make sure it doesn't get any interference from any pesky Exceeds or Fairies!" He then barked at the masked man. Turning around, Bent starts to exit, leaving the two alone…

* * *

 **…**

Back in the basement prison…

" _*Pant*_ A-And that's what they're planning…"

Wendy revealed the Kingdom's plan that had to do with the large lacrima. She continued to recover by sucking up air as Ben swung her arm over his shoulder to help support her drained body.

"…That would make sense then…" Lucy surmised. "That book said that some of the floating islands around the surrounding area float due to Extalia's magic power. It's possible to gain all that magic if they crash the lacrima into the place."

"And that lacrima is made of all our friends' magic power, right?" Gray frowned. Carla grimaced. "Yes, the one next to Extalia, the one above the Royal City."

Wendy and Ben looked over at the cat, who once again had a guilty expression. "And using Natsu-san and I's Dragon Slayer Magic, they'll hit the floating island with it to increase its acceleration…"

"Giving it enough force to decimate Extalia…" Ben concluded. "Freeing all of that magic power for the Kingdom."

"Then we gotta stop them no—Hey, what's that noise?" Gray and the others turned to the entrance, only to hear a fear embraced Natsu run back into the room.

"HOLY CRAPBASKETS! WHY'RE TWO ERZAS FOR?!" He yelled with uncontrollable confusion. "How… The hell, what?! WHEN?!"

As Natsu continued to panic, it was then that Natsu noticed Gray. "…Gray? Why do you have no shirt on?"

"He's our Gray, numbskull!" Lucy retorted.

"…I didn't notice him until now, huh." Natsu responded, stabbing the ice mage in the heart, metaphorically. "I-Is it because of how dark this room is…? Am I paling out?!"

"N-Never mind! A lot of stuff happened, and now me and Erza are back! Gajeel too!" Gray began. "Happy went to go and grab him, and bring him to the lacrima that has everyone inside."

"…Oh! I didn't notice until now, but Gray-san _is_ here!" Wendy sweat dropped. Ben and Carla chuckled weakly. "You even spoke to him…" Gray paled out…

"Oh! So you guys came to save us? Thanks!" Natsu thumbed up the others. "Oh, Lucy! You're safe too?!" Lucy pretty much smacked him in response. Wendy then giggled as she hugged Ben and Carla.

"I knew you would come and save us!" She smiled as her face reddened a little. Ben blushed a bit as Carla tried to get some breathing space…

"O-Okay…let's go stop the King from ramming the lacrima into Extalia…" Ben croaked as she let them go. Natsu pumped his fists as he led the group out. Exiting pass the fallen door, they entered back into the stone hallway.

Sweating as he looked in a direction, he quickly led the others away to another entrance. "L-Let's go this way, Gray, Lucy." He gulped nervously as the stellar and ice mages followed him. Before Ben was going to join them, Wendy grabbed his arm.

"Ben, let's go to Extalia." She declared. Carla blinked. "Wait, what?! Why would you want to go to that forsaken place for? There's no reason for you to do so!"

"We have to warn them! Their home is going to be attacked, so we have to tell them to take shelter before it's too late!"

"But aren't we going to stop that attack though?" Carla tried to counter the girl. Ben nodded. "Of course. We'll stop their plans before they even started! Natsu and the others will stop them for us. But the army…I'm a bit skeptical."

"Huh, what do you mean?" This time, both of them turned to Ben.

"When they transformed those Exceeds into a giant lacrima, the tech they possessed didn't make any sense." Ben cupped his chin. "This world shouldn't have access to that type of technology. I reckon that was at least level 5 or 6 tech. Earthland and Edolas should only be around 2, 3 at the absolute max."

"Then what's the problem then?" Carla spoke up.

"I'm worried that the Royal Army has weapons that they shouldn't have access to… We need to warn the people of Extalia before anything happens, and possibly stop any major threats that will overlook the operation…"

"That's something we can definitely do!" Wendy smiled fiercely. Carla gritted her teeth.

"…No! I don't wanna go back to that place! I don't care about those Exceeds…"

Wendy smiled down at her partner as she crouched down. "Carla, this isn't about being a human, or an Exceed. This is for the sake of all living things, something that _we_ can do."

"…I guess." Carla muttered. Wendy giggled. "I'll be with you always, right?"

Ben smiled as Carla's mood lifted. "Yosh! Let's get going to Extalia then!" Ben then activated the Omnitrix. Slamming the core, Terraspin replaced him.

"Get on!" The bipedal turtle hunched over. Wendy climbed up his carapace, and Carla jumped onto his back. As Terraspin tucked his head inside his shell, his fins morphed into propellers. Wendy laughed cutely as the trio flew out, reaching the outside in seconds due to the Geochelone Aerio's speed…

* * *

 **…**

"Gajeel!"

Flying towards the Iron Dragon Slayer, Happy watched as he punched another guardsmen in the face, and dodged a stab from another. "Oh! Cat, you alright? What's with the stripes?" He grinned.

"I'll take you to the lacrima that has everyone inside." Happy dove towards the crowd, and grabbed him by his back. Gajeel wasn't used to this, and squirmed around. "Hey, don't just grab me, ya know!"

"So, how do you return people back from a lacrima to human?" Happy ignored that remark. Gajeel flexed his arm in return.

 _ **"** ** _Ya_ break it with Dragon Slayer Magic!"**_

"Eh? That actually works?" Happy looked at him. Gajeel shrugged. "Hey, I've been listening to Mystogan so far!"

"Why isn't he here for then?" The cat asked as they flew higher, getting away from the Royal City. Gajeel grumbled in response. "I don't know!"

Approaching the floating island that hovered above the city, Happy landed Gajeel on the rocky terrain in front of…this damn giant-ass lacrima. The two were definitely surprised by the huge size of it. "Woah. This is _way_ bigger than I expected…"

"This is gonna take a while… Sheesh, this guild really is a pain in the neck!" Gajeel grinned while sweat dropping. His stomach growled as he stretched his arm. "After this, I'm getting a buffet of iron!"

 _ **"** ** _S_ top right there, criminal scum!"**_

 _"Nani?!"_

The slamming of a giant blade crashed the floor behind them, the shockwave produced launching them forward. Gajeel gawks at the attacker.

"The bloody hell are you?!" Happy recognized that large hulking figure, and gulped once a pair of angelic wings sprouted from the assailant's back.

 _ **"** ** _Ca_ ptain of the First Magic Regiment of the Royal Army, Pantherlily!"**_

Pantherlily swiped his sword, resting it on his shoulder. "That lacrima is crucial for the Kingdom's operations to succeed for the future! I will not let you cause any damage to it!" He then flew down towards them, raising his colossal blade.

"Grow, **Bustermarm**!" Pantherlily called out. The blade of his weapon grew in size. As Gajeel speared out an Iron Dragon Slayer's Sword, the Exceed dodged, and slammed his sword into the island. Gajeel gasped as he quickly dodged, but the attack ended up cutting a portion of the island off of the ground, popping the eyes out of Happy.

"Holy custard!" Happy squawked. Gajeel grunted as he landed away. "This guy…"

"Do you have what it takes to defeat _me_?" Pantherlily glared at them as the visor of his helmet lowered. Just as he was about to take another swing at them, he was suddenly launched forward due to a tornado.

 **"You bet I do!"**

"Huh?" Gajeel stood up. He and Happy looked behind Pantherlily to see Terraspin hovering in place.

"Ben! Where's everyone else?" Happy called out to the turtle alien. Terraspin flew down to them, retracting his motor fins. "Natsu, Lucy, and Gray are in the castle, looking for the King." He started.

"When I was carrying Wendy and Carla to Extalia to warn them of the attack, I noticed that giant sword, so I came for support." He then tapped the Omnitrix dial, reverting back to Ben.

"…I see now. You are somewhat like the morpher than Erza speaks of." Pantherlily flew back into the air. "However, I shall triumph in this battle regardless!"

As he dove down, Ben took out his blaster, shooting a flurry of energy bullets at the large Exceed. Before they could intercept the flying cat, a blurred figure flew in, and absorbed the shots.

"What?! Oh what now?" Happy sighed, before standing up. Ben's eyes widened as he gasped.

 **"…** _ **Conducting duty."**_

Everyone looked up to see the floating figure. Pantherlily ruffed, while everyone but Ben stared with disbelief.

"I see… So, it's finally time, Omni. Or rather, Ben Tennyson..."

"Wait, but that's Chromastone! Wait, you're supposed to be that, aren't you Ben?" Happy turned to Ben. Ignoring the cat's words, Ben activated his own Omnitrix, and transformed into Chromastone.

Flying up to the sky, he met face to face with his counterpart. The Crystalsapien in front of him was a bit more muscular and taller, but the coloration of his crystals were different. His magenta crystals were now a murky green, and his purple rock-like skin was now jet black, and cracked in various places. His eye was white, and his Omnitrix dial was grey and green, but with a few traces of shadowy black circulating inside the green hourglass.

"Wait, so this Omni guy was another you?" Happy tilted his head. "Wait, now I'm getting confused…"

"Never mind that, Happy! You and Gajeel take care of Sir Fluffersword over there, I need to take care of this gu—"

 _ **"** ** _I_ nitiate defense protocols…"**_

Omni Chromastone shot out a beam of dark energy at Chromastone, pushing the crystal alien back, before absorbing the energy shortly afterward. "That's a weird pick me up…"

Flying towards his counterpart, Chromastone attempted to punch him in the face, only for Omni to grab his fist, and throw him down onto the island. Gajeel and Happy watched as the rough landing shook the ground.

"Grr… Gajeel, we gotta finish this guy first!" Happy lifts him up into the air. "Fine, let's settle this first, while they fight over there. The battle of monsters is about to take place, yeah?!"

"You talk with a confident tone. Can you back it up though?!" Pantherlily rammed into them. Gajeel dodges, and the two stare each other down…

 _ **"** ** _L_ ET'S TRY IT THEN, SHALL WE?!"**_

* * *

 **…**

Wendy looked behind her shoulder. She had a bad taste in her mouth. Was it due to how Edolas was, or was a sign of something dreadful that would soon come to approach them? Whatever the feeling was, she shivered from the thought of it.

"I hope he'll be alright…" She murmured. Carla grouch. "Save your concerns for the Exceeds. I'm sure the kid can take care of himself. What's the worst that could happen, another Ben attacking us?"

"…Why do I have a feeling that the problem just got worse the instant you said that…" Wendy's eyes squinted in a distrusting feeling of jinx. "Well, I just hope he comes out of _this_ situation alive."

Carla displayed a small smile, before grunting a little as she pulled the Dragon Slayer higher into the air. Unbeknownst to them however, something _was_ occurring a fair distance away as they grew closer to Extalia…

* * *

 **…**

 _ **"** ** _P_ arallel signal detected."**_

The two Crystalsapiens continued to dwell in combat as that same line voiced itself from Ben's Omnitrix. As Omni slugged Chromastone in the gut, he flew back a few meters.

"…Geh. This is going to be a stalemate. Alright then, let's see what happens when I do this then!" He balanced himself out. Chipping a few parts of his crystal body from the spikes near his shoulders and back, he threw them at Omni, before blasting another dosage of ultraviolet beams.

Omni crossed his arms in preparation for energy absorption, just as Chromastone expected. Instead of directly aiming at him, the Crystalsapien aimed at the few chunks in front of him, causing a reaction of refraction. The beam scattered in a few directions, bouncing and reflecting off a few of the other chunks. The small pieces that made contact glowed with a rainbow color.

Eventually, some of the pieces mirrored over and reflected around Omni, ultimately blasting him in his back. Chromastone got a confirmed hit in the form of a yelp of pain from Omni.

"Can't absorb energy if you don't expect it to come from another direction!" He grinned. As Omni progressed down the air, he eventually pressed his Omnitrix dial, sounding off an ominous sound of transformation, very different from Ben's.

A flash of murky green and black replaced Chromastone with an alien that not even Ben had recognized. This, was an entirely new species that probably wasn't even in the database of his Omnitrix.

This alien made Chromastone… _shiver_.

It resembled a vampire, and wore a murky green and black jumpsuit. A gray and black chest plate was worn, along with a pair of matching black gloves with green guards. Each finger had a sharp claw. Wearing a black mask with spikes, gray flaps were shown under his arms, in a similar fashion to Jetray. Omni's eyes and skin were white, and his Omnitrix dial rested on his chest plate.

Omni's eyes glowed as he growled, bearing his fangs and full forth. As Chromastone was about to fire another beam, the Omnitrix voiced a different line, surprising him.

 _ **"** ** _Un_ known DNA sample detected. Scan Mode initiated." **_The AI foretold, beeping a few times. Chromastone gasped as he looked down.

"What?! Wait, no! Omnitrix, abort Scan Mode: Code 10!" He uttered. The command was heard, but was null for this situation.

 _ **"** ** _Co_ mmand protocol error. Scan Mode initiating." **_Chromastone cursed as the dial flashed, reverting him to Ben. At first, he fell through the air, looking straight forward as he was about to be caught and bitten by the vampire Omni.

"Sheesh, sometimes this watch drives me crazy…" Ben sighed as he took his minimalized jetpack out. It took a moment to build up, but was fast enough to dash away and avoid a chomp to the neck from his enemy.

As Ben hovered in front of Omni, the Omnitrix's faceplate glowed yellow, and attempted to shoot its beam of scanning. "Omnitrix please, hurry up…"

It took a bit to get the DNA sample. Omni's flying around didn't exactly help in the situation, and even worse when he tried to place a bat-like creature onto his forehead. It grossed him slightly that Omni was literally _spitting_ them out of his mouth, but eventually, he did gain the DNA sample.

As the yellow beam dissipated, the Omnitrix's core popped back in, before glowing green and spinning a few times.

 _ **"** ** _Alie_ n DNA sample acquisition confirmed. Scans proceed to analyze the target species as: Vladat, originating from Planet Anur Vladias of the Anur System. Entry is now stored and ready for use in Playlist Eight. All systems are functional."**_

Those words were like music to Ben's ears. As he dashed forward and placed the jetpack away, the Omnitrix's core popped out as he flew towards Omni. A grin was confirmed by the youth as he slammed the core, flashing the vampire alien and forcing him to cover his eyes in discomfort.

As the light dissipated, another Vladat appeared. Being a bit shorter than Omni, Ben's overall body was similar. His jumpsuit had different features though, with his overall coloring being a mixture of gray, green, and black. On his fore arms were gray gloves with black stripes, and his chest plate was green and grey in color. Accents of green were present, as the main color of the overall jumpsuit was gray. His mask was more curved than spiky. With green eyes instead of white, his Omnitrix dial rested on his chest.

"…Hmm, so 'tis is what it is like being a vampire, even got the stereotypical voice to go with it!" Ben chuckled as he floated. His flaps were bright green, and were a bit longer long Omni's.

"So, what to call this new form… Oh, I know! How about—" Before the younger vampire alien could name himself, Omni fired off a few more projectiles.

"Geh… Omnitrix, initiate Genetic Data Display, Code 10!" Ben commanded as he dodged the bat-like badges. The Omnitrix dial glowed, before popping out a text box. His eyes squinted as he quickly looked over the holographic text.

"…So, those projectiles are called Corrupturas, huh. They allow the Vladat that spat them to control the movements of those captured by them. They must attach onto a host's forehead to do so..." He read out. "Huh, like ordering henchmen around. I could get used to that, geheh."

 _ **"** ** _Ex_ ecuting offense protocol."**_

The Vladat's eyes perched back to Omni, who slammed an elbow into his chest, before spinning and delivering a kick to his face. Ben groaned as he rubbed his face and torso, before rushing up towards his counterpart.

Whacking his chin with an uppercut, Ben smiled as the idea for his new form's name came into mind.

"Oh, I got it! Let's go with, **Whampire**!" The newly named alien proposed as he flew forward and attempted to fire off a few more punches. Omni got hit by the first slug, but blocked the next 3. As he caught his arm with the last punch, he performs a grapple throw.

Spinning at least a dozen times, Omni growled as he flung Whampire away. The younger Vladat was a bit disorientated by the motion as he began to whisk away in the direction he was thrown in. Is this how Natsu felt on a regular basis? Probably worst.

"Omnitrix, explain procedure; parallel signal." Whampire gulped as he stopped spinning. Looking down at it, the dial glowed.

 _ **"** **Parallel Omnitrix signal is detected. Signal indicates moderate level of psychological disturbance from detected Omnimatrix device. Recommended action is to attempt repair."**_ The AI explained. Whampire blinked.

"So, what, he's in some kinda mind control or something? What's making him turn up?" He rose his arms in curiosity.

 _ **"** ** _S_ cans indicate some form of exterior contraption interfering with logical basis status of parallel user." **_Whampire understood that. "Oh, that's right! Maybe's it's that weird mask he was wearing. Must be some kind of hypnotic illusionary device that target's the signals within the brain."

Smiling as he rushed towards Omni, Whampire taps his Omnitrix dial, forcing his opponent to cover himself from the light. A familiar speaker like voice replaced the Vladat's as he flew forward.

"Guess you also don't like light either?! Don't worry, I'll jog it right…OUT!" Upgrade shouted as he rammed into Omni. He then splattered himself into Omni's Omnitrix, causing a great deal of pain to him. The counterpart Vladat screamed as a bright light encased him…

* * *

 **…**

"All of the preparations are complete, Your Highness…"

As Byro and Faust step outside to view the Royal City, the old man updates the situation for their plan. "Speak, Byro. Which of our plans can we advance to the next phase…?"

"Sir, the final stage of Code ETD is now approaching." He answered. Faust perks his eyes up to the floating kingdom of Extalia. With dark eyes, he raises his arms with an unsettling expression.

 _ **"** ** _W_ e're coming… Gods."**_

Turning around, the duo return to the innards of the castle, and began to descend down to the lowest floor. Arriving in a dimly lit interior, a basin of rock and stone revealed two giant faces of Faust which were constructed of stone. A giant device stood in front of them, depicting a dragon silhouette, and a large amount of chains.

"The Dragon Slayer magic that we harvested from those two will serve as the chains, so long as you desire so, sire." Byro started. "Once you insert the key, you shall be able to control the floating islands, and use the lacrima Island to fuse the magic of it and the wretched cats' kingdom."

"And then, we shall finally bestow ourselves with an infinite amount of magic power for the Kingdom of Edolas…" Faust's eyes widened as he looked up.

"The **Dragon Chain Cannon** … Byro. The key."

"Yes, sir."

Opening a case, Byro takes out large black and red key. An outline of a dragon's head was on the bow, while the teeth resembled dragon claws. As he was about to hand it to the King, a familiar set of fast footsteps soon approached.

 **"Your Highness, please wait!"**

Byro sighs. "Coco, for the love of Edolas… How many times do I have to tell you not to run around when His Majesty is present?" The old man turned to the petite girl. Coco ignored those words as she gulped, bringing her arms together.

"Please stop! Lily and Omni-san are on that lacrima island!" She pleaded. "If you activate the Cannon now, those two will be caught in it!"

Those words caused Faust's mood to drop considerably as he glared coldly at the brown haired youth. Coco drips some droplets of sweat down her face upon seeing the look on his face, and even more once he answered her.

 _ **"…** ** _Ye_ s, what of it?"**_

She gasps a little upon hearing his answer. "B…B-But they're our comrades, aren't they? Shouldn't they be saved?!"

"Coco, Lily and that Omni fellow will become the martyrs to the future of our kingdom! They'll start off the great journey to a new age for us!" Byro tried to contest with her.

"But… I don't wanna have to see Lily and Omni-san die! They're like older brothers to me!" She cried out. Byro clicked his tongue.

"Bah! Who cares about that Exceed? And that damn Omni brat's a stray that we captured long ago, so what news will it bring to—"

"No, no!" Coco barked as she took the key out of Byro's hands. Beginning to dash away hurriedly, the duo watched with shock. "I said no!"

"Gayragh?! Coco, what are you…" Byro did a spit take as he watched the girl start to scuttle away. Faust's eyes go practically livid as he raises his staff.

 _ **" _C_ OCO!"**_

A blast of thunder roars out from his staff, zapping the brown hair's feet. She screams in pain as she trips and falls forward. She whimpers as Faust looks down towards her.

"You've always loved to run… and I've always loved to see you run around… Don't make me destroy you…!" He muttered as he crashed another dose of electricity. Once again, Coco yelled in agony as the signature part of her character continued to gain damage.

"Hand over the key, Coco!" Faust demanded. Coco struggles to get up, and the expression of her face is revealed to be a mixture of pain, fear, hate, and sadness. Wiping some tears away, she begins once more to run away with all her might.

Faust growls as he grits his teeth. "Byro, the girl! Now!"

"Y-Yes sir!" Byro started to chase after Coco.

As Coco entered the next room, she bites her lips as she tries to ignore the swelling pain in her feet. She had never experienced this amount of severe pressure to her feet, much less while she was running. Even though she too wanted an infinite amount of magic, what it took to gain it…it may have been too much for her…

' _I don't want them to die… But I also want magic power… What should I do…? …Wait, that boy, the one that felt similar to Omni-san… Perhaps…'_ Thinking about that, she decided to use it to plot a new goal for herself…

* * *

 **…**

Back near the West Tower…

 _ ***CLANG!* *CLANG!***_

The screeching of clashing blades echoes through the lower levels of the West Tower. Two redheads flickered back and forth, causing devastating damage to their environment as the mere collision of their power produced power shockwaves…

"We possess the same face, the same voice, and possibly the same interests…" Erza W. started.

"But our direction of right and wrong differs! But your power does interest me…despite those atrocious actions that you caused earlier for my kin…!" Erza S. snarled.

"And although we have a likely desire for being care givers… That face of yours disgusts me! Your presence is a barren reminder of the Fairies I must hunt! Let's finish this!"

Erza Knightwalker, with her lance in its basic form, dashed forward as Erza Scarlet, who equipped her Flame Empress set, did the same with glaring faces. Both raised their voices as they proceeded for a devastating class… Was this going to be the finale…? Perhaps, maybe not…

* * *

 **…**

Back in the Skies~!

"TAKE THIS!"

Pantherlily slams Bustermarm down onto Gajeel. Both of them are at a stalemate, but the Iron Dragon was starting to see something within the black cat as he blocks the attack.

"Nice... NICE! I think I'll make _you_ my cat!" He grins as he grips Bustermarm's blade harshly, shattering it. Pantherlily gasps as he looks at his broken weapon. "Bustermarm? For the love of…you _had_ to do that, didn't you?"

To their surprise, he actually grinned. Throwing his weapon away, the two started to deliver punches to one another, damaging each other's' bodies. Gajeel repeatedly aimed for the face, and eventually broke the Exceed's helmet.

As the two landed on the floor, Lily grins as he takes his cloak off, showing his chest plate. "I will admit… You are strong!" He and Gajeel began another round, with Happy watching with a deadpan expression.

"Gajeel, did you forget what we're here for…?" As he observes the scene, he notices a green shine out of the corner of his eye. Glancing over, he wonders what's going on with it…

* * *

 **…**

Ben was…mildly surprised, to say the least.

After merging with Omni's Omnitrix, he caused the device to go into a full restart. For some reason, the process released a wave of DNA energy, most likely as a protocol to reinforce the condition of the device's user. As Omni reverted from Whampire to his human form, from his left arm, a wave of energy enveloped his body.

 _"…GAAAAAAAH!"_ He yelled loudly as the energy practically exploded away.

As it processed, Upgrade came out, tapping the Omnitrix dial to switch to Stinkfly. The Lepidopterran viewed the agonizing screaming of Omni as it began to lower, until it eventually became heavy panting. As the energy dispersed, Omni's mask…cracked. The black and green faceplate disintegrated, and as it did so, his hood fell back, revealing his full face to Stinkfly as he caught him.

Bringing him to one of the nearby floating islands, he sets him down on the floor. Omni continues to pant, but after a while, he gasps for air as his head shoots up.

"HHNNNNN!" His eyes widened as he stood up. "FAAAAAAUST! …Wait, where am I…?" His voice was indeed that of Ben's, and sounded like an older version of it. Stinkfly tapped his Omnitrix dial, causing Omni to cover his eyes momentarily.

"That flash…who are… Wait, a parallel me?" Omni looked down at his counterpart. His face looked similar to his as well. His brown hair was a little longer, and his emerald eyes were sharper. Ben folded his arms as he observed him.

"I guess I've got a lot to explain…" Ben sighed. Omni rose an eyebrow as he looked around, before tilting his head. "Yeah…fill me in on the details, now."

"Well, first of all…"

* * *

 **…**

"So, you're also from another world other like Edolas?"

Ben and Omni discussed the situation with one another, explaining all the current events that happened thus far, up until this point. "Yeah, I arrived in a world that's parallel to this one, it's called Earthland."

"Wait, how'd you even get there?" Omni, or rather, Parallel Ben asked. Ben shrugged. "Oh, I tried to make a Portal Generator made from scrap parts I got from the Null Void."

"Wait, what?! Why were you in the Null Void for?" Omni blinked. "Did you not get out when we first got trapped in there or something?" Ben shrugged, answering the question in full. "Wow, how long were you in there for?"

"Eh, two years. I assume you got out of the Null Void somehow." Omni nodded. "Nice… Anyways, back to the topic at hand. You."

 _"When, and how did_ you _get here?"_

Omni frowned, before sighing. Putting his hands in his pockets, he looks up to the sky. "Well, let's start off from the beginning then, shall we?" He then closes his eyes as he recalls his memories of his time before and after entering Edolas…

* * *

 **…**

 **Around two years ago…**

"…Ben, it is not your fault."A voice sounding polite, but stern hushed over Omni. The teenager was sitting down on a chair, with a face of anxiety, and…guilt on his face?

"…Rook." Edo Ben eyes slowly looked up to the voice. In front of him was a Revonnahgander. He was taller than Ben, and instead of having green eyes like Aotora, his sclera were yellow, his irises were orange, and his pupils were black. He wore a suit of black and blue armor. Also, unlike Aotora, he lacked a tail.

"…But I failed. And this was even worse than my usual screw ups!" He clamped his palms onto his face. "I can't…just undo this mistake."

Rook held onto his shoulders. "All you could do was your best. We were not expecting a full frontal assault from Vilgax once again." He tried to speak to him.

"…No, we didn't. Even after we defeated him by driving him into that fusion core the last time we fought…he still came back, and even stronger than ever." Ben croaked as he sighed.

"Ben…" Rook blinks in worry.

His mind traces back to an unfortunate event that recently took place. He starts to pant frantically as the memories come back forth…

~0oOo0~

"BEN TENNYSON!"

A pair of voices roared as a large explosion busted through a wall. Ben and Rook were currently sitting down in a room with a few more individuals. Amongst them were a few familiar faces, and a few unknown ones.

To his left, was Gwen Tennyson, or rather, Gwendolyn, as she preferred ever since she started attending college. Next to her was a familiar black haired man. This was Kevin Levin, who was ironically Ben's best friend in this world.

Sitting across from Ben was an elderly Galvan. He wore a robe of green and black, and had a few wrinkles on his face, as well as a few tendrils that grew off from his chin, making it resemble a beard of some sorts.

Rook sat to the right of Ben, and the person next to him was none other than Max Tennyson, Gwen and Ben's grandfather. He wore the same red Hawaiian shirt, but over it was a suit of black and white armor, Plumber's standard issue.

And last, but not least, was a Petrosapien that sat next to Max, an ally of Ben's Team who was named Tetrax Shard. He wore a set of gray and black armor, which could extend to have a helmet. Unlike Diamondhead, his eyes were yellow.

"Vilgax!" He got up from his seat. Everyone else turned to look at their squid like villain, who was accompanied by two assailants.

"…No, why are _you_ here for?!" Ben growled as he slammed his hands on the large table. " **Azmuth**! Didn't the Galvan Planetary Defenses detect them?!" The elderly Galvan glanced over to him.

"They should have, but what is the meaning of this? What happened?" He muttered. To answer his question, a pile of black and red ooze slithered into the room, making Azmuth gasp.

"…This is bad." Kevin gulped.

"…We have come forth, united as one, to eliminate every single person in this room!" Vilgax screams. The pile of ooze forms to a humanoid appearance, revealing it to be a Galvanic Mechamorph named Malware.

"And the source of our problems…" He started. Next to him, a ten year old Ben that had white hair stepped up. His eyes were red, and his shirt was red and black, along with grey pants. He grinned as he took a device, placing it on his right hand. A beep broke off a metal cuff, and fused it with an Omnitrix-looking device. A red flash then transformed him into Atomix, whose colors were inverted from green to red.

 _ **" _I_ S YOU, AZMUTH!"**_

The person that Ben was horrified to see grinned. Kevin watched with annoyance as his body started to morph, just like the black haired man's ability. Resembling a combination of five different aliens, Ben and company were unable to react in time as Malware shoots out a laser from his eye, disintegrating Azmuth. Everyone watched in horror as a pile of ash replaced the Galvan.

"AZMUTH!" Ben roared as he furiously slammed on his Omnitrix. As he did so, everything went…blank.

 _"What happened then?"_ Earthland Ben asked. Omni shook his head. _"Everything was a blur. I was consumed by hatred and fury as I charged against Vilgax and the rest of the crowd. I regained consciousness only after everything was over, but…something happened after that."_

~0oOo0~

"It was all my fault. It was worse than when I went berserk after seeing Aggregor absorb the five Andromeda Galaxy aliens…" Edo Ben shook his head in frustration. "Just blind…unadulterated rage and destruction. You and the others almost died because of me…"

Rook sighs. "Yes, we almost suffered an all-out assault from your sudden change in mood, but your actions were understandable for the situation. You and Azmuth shared a student and mentor-like relationship with one another, after all." He explained. "I…suspect that the rest of us were not prepared for such an outrage."

"But all that destruction… I literally mutilated Vilgax, and I broke Aggregor down to a bloody pulp. Not to mention that I depowered Malware in what appeared to be a painful matter in itself. I just…I think I'm losing it…"

"Ben, that is not—"

"No, I'm right. And it's not just that. Ever since I started to mature in terms like learning more about the Omnitrix and starting to tinker with technology as a whole, my control over my emotions have also changed. I'm not the same teenager that looked at things like a comic-relief adventure anymore…"

It was a bit true to be honest. This Ben was a great deal older than Ben Prime, actually around 17 years old to be exact. He knew that he always looked over situations with a more light hearted tone, and it was evidenced in more ways than one. Such methods were things like the way he dressed, his relationships and how he spoke up with others, it was all cheerful and light compared to now.

If you compare anything from what his past was, it could've been when he was fifteen years old; when he was forced to utilize the Omnitrix once more after a time gap of not using it, utilizing it to go on a quest to search for Grandpa Max's trails in an investigation. It was that, and a few other moments where Ben was actually truly serious about the situation; where the danger of losing someone drove him to do some more drastic actions sometimes. Many of his peers understood his nature when he switched to such a way of thinking.

Rook could tell that he was breaking down. "Why don't we go outside and see how Gwendolyn and Kevin are doing? They do not have life threating injuries after all." He then suggested in hopes of lifting his mood.

"…I guess. But…are they alright? I mean, mentally. I imagine it must've been quite the horrifying thing, to watch me go all crazy and such, right?" Ben grasped his hands as he glanced up towards the Revonnahgander.

"…I will be honest with you; I do suspect that they both have been a bit disturbed by your actions, but I do not believe that they bare any hateful grudges towards you as a person." Rook gave him the details.

As Ben stood up, he smiled weakly as he and Rook started to walk out from the room. Right as they did so however, an ominous presence entered the space, forcing them to turn around. Coming out from a purple portal, Eon grins as he steps out.

"Eon…!" Ben grunts as he readies his Omnitrix. His device differed in appearance to Ben Prime's. His resembled more of a wrist watch. Its face plate was now square instead of round, and had a white and green color scheme. The faceplate was black with two green stripes forming an outline for the hourglass of the intergalactic peace symbol.

Tapping the faceplate, a holographic circle glowed, showing a multitude of alien symbols which consisted of the heads of Ben's various alien forms. As he stopped at his chosen form, the holographic circle vanished, with the faceplate sliding away and revealing the Omnitrix core. As it popped up, a small beeping was heard as the hourglass glowed. Ben then slammed on the device, wrapping himself in a green flash, and replacing himself with Four Arms.

This version of Four Arms was a bit more buffer than Ben Prime's, and wore a black and green jumpsuit. Wearing four black fingerless gloves that had green cuffs his Omnitrix dial was located on a belt wrapped around his waist. His eyes were also green, as compared to Ben Prime's.

"Back off if you know what's good for ya!" The Tetramand barked as he rushed forward. Eon merely grinned as he snapped his fingers. His device on his left arm glowed, causing a wave of energy to blast Four Arms away. As Rook took out his weapon from a holster on his back, the purple armored villain shot out a beam from his hand, knocking it out.

"I believe this is the time when I say, "Bon Voyage"!" He then took out a grenade from his pocket, pressing a button that was on the top. Before Four Arms could get up, he throws it at him, with the projectile creating an expanding field of purple that sucked him up into it, similar to a piece of tech called a Null Void Egg.

Rook watches in shock as Four Arms is sucked into the field. "BEN, NO!" Eon laughs hysterically as Rook watches. "Farewell, Tennyson!"

A few seconds later, the field dissipates, leaving only Rook and Eon in the room. "Perfect. Even Paradox shouldn't be able to tamper with that. I've sent him to a completely alternate dimension this time!"

"You… You shall pay dearly for this!" Rook growls as he picks up his weapon. Eon scuffs at the Revonnahgander. "There's no point. I've completed my work, so I'll leave you to suffer the full impact of your loss. Fare thee well, Rook…!"

Bowing, Eon summons a portal beneath his feet, allowing himself to drop smoothly in to the vortex. Rook drops to his knees as he is left as the only one remaining.

"…Ben. I'm…so sorry…"

 _"So…this is when you get sent to Edolas?"_

 _"YES. I'm getting to the good part."_

* * *

 **…**

Going onwards…

" _That grenade that Eon through was a dimensional displacement grenade. It was a tool that was similarly designed to a device that came from the future."_

 _"The future? You went to the future?"_

" _Yeah. In there, the future had throwable devices called Null Void Eggs. They worked by creating a wave of suction energy, and were originally made to contain criminals and other super powered villains. Even someone as Vilgax was powerless to the absorption process."_

 _"Then how did this Eon guy get it then?"_

" _Well… Eon is a time traveler. He's able to travel freely through the past and present, but he can't alter any important events without altering the very fabric of space and time. What he_ can _do is interfere with parallel worlds, by interfering with the Ben located in that timeline. My guess is that he probably obtained the tech from a nearby future, and synthesized a modified version."_

" _So…what's he doing right now?"_

" _I have no idea. I haven't been able to find a way back to Earth. I don't have any aliens that could travel between dimensions. I couldn't even use_ **him** _."_

"Anyways, back to my story." Omni coughed, before dwelling into his memories once more…

As he was engulfed by the purple substance, Four Arms screams as he whirls through a field of space time. The Omnitrix dial beeps a few times, before encapsulating him in a flash of green, reverting him back to his human form.

"P-PARADOX?! I COULD USE SOME HELP RIGHT NOW!" He yelled as he spun continuously. He was utterly scared of his environment. This was different from his usual shenanigans, such as when he traveled to another alternate world, or even through the very Time Stream itself, but this eerie void…was different.

As he continued to swirl more and more in place, crackles of magenta lightning roared, making the teenager flinch as he shudders. It only got worse as time went by. Desperate to survive, Ben gritted his teeth in worry as he rolled his sleeve to ready the Omnitrix.

"Please, Omnitrix… Don't screw with me now…" He pleaded with the device as he tapped the faceplate. As the circle hollowed up into view, Ben quickly scrolled through his selection of aliens, eventually coming into contact with one alien symbol.

"Please, for once…!" He winced as the core popped out. Sweating a little, he carefully pressed down on the core, albeit a bit reluctant actually.

A flash of green enveloped Ben, replacing him with a small, yellow blob-like alien. He had short elephant like feet and bear like hands, and wore a green and black jumpsuit. His head and top of his shoulders had spike-like warts. His eyes were green, and his Omnitrix dial was placed on his stomach.

"This…is **THE WORST**!" He screamed as the lightning storm continued. The pain was agonizing as he continued to get skewered by bolts of energy, but the good thing about his Atrocian form, was that it was virtually indestructible, although he could still fully feel pain.

Eventually, as he continued to spark, in front of his eyes, a multitude of thunderbolts crashed into a space, opening up another vortex. The Worst cursed under his breathed as he entered, and was surprised when he was suddenly out of the space, and in an unfamiliar land.

It had a yellowish sky, and contain floating islands everywhere. The Worst's eyes widened.

He was in another world…Edolas.

But, before he could react, his first line of attention turned down to what was in front of him. A bustling city was shown in his sight, and he yelped in response as he tried to tap his dial.

"Come on, Stinkfly! Heck, I'll even take Jetray!" He yelled as he tapped his dial. Another flash of green enveloped him, but instead of getting either one of the flying aliens, The Worst was replaced with…Rath.

"…" The Appoplexian blinked in confusion as he looked at himself. Compared to Ben Prime's, Edo Rath actually wore clothes, which consisted of a black shirt with a green chest plate, black and green shorts and boots, and green gloves with black accents. His Omnitrix dial rested on his chest as the feline alien growled.

"…Lemme tell ya something new Omnitrix that keeps turning me into the wrong thing…" He started, with his voice getting higher.

"YA KEEP TURNING ME INTO DA WRONG THING!"

The Appoplexian was now mortaring down straight into the Royal City's castle. With a growl, Rath swung an arm back, before extending his wrist claws. Twirling, he turned himself to an angry drill of rage as he crashed right into the center, landing right in the throne room.

There were several people that gasped at the sudden shock of rage that literally dropped into the room. The first was Faust, who sat on his throne as he and the rest of the people looked at where Rath landed.

"…What?" Erza glared at the sight as she aimed her spear at the pile of rubble. Everyone who was currently present watched as the Appoplexian shook, eventually climbing out of the pile with a more or less annoyed tone on his face.

"…Graah… That could've gone worst."

* * *

 **…**

"Wait, that's it?! Come on, tell me the rest!"

Omni stands up, shaking his head. "No, right now we need to focus on the task at hand. Already I can tell that we've lost a great deal of time by me explaining my origins." Looking on towards the city, he and Ben watched as an explosion of red energy surfaced.

"So it's come… The Dragon Chain Cannon has activated." Omni bit his lip as he looked down. "How did he obtain Dragon Slayer Magic?"

"We were brought to this world by Anima. They captured Wendy and Natsu, and absorbed their energy." Ben grunted. Omni's eyes widened.

"…Wendy? No…not her." He was about to panic again, but Ben shook his head. "No, not your Wendy, _my_ Wendy."

"So…the Wendy of this world is still…?"

"Yep. She's as well as she can be right now. After this is all over, you've gotta go back to her. She misses you dearly, you know?" Ben smirked. Omni blushed a bit. "T-That's…well. We...we were engaged, after all…"

"Well? Then let's stop this mess once and for all then!" As Ben pumped his fists, a loud roar was heard as the Dragon Chain Cannon launched out from the ground. True to his name, it did resemble a dragon in a way. The tip of the chain resembled a dragon's head, while the rest was made of sharp white chains that pierced through the heavens of the air. The head screeched as it crashed into the giant lacrima.

"Oh no!" Ben ran to the edge. "We gotta stop that thing!" Right as he was about to ready his Omnitrix, a large creature comes up into the air. Ben and Omni watch as it revealed itself to have five individuals on it.

"A Legion? Whose is it?" Omni blinked.

Legions were rather massive, looking a bit diabolical and swine like in appearance. Its body was covered in smooth, dark fur. It had a flat, pointed, angular head, with large, round, beady eyes. Its teeth were fused to its maw. Protruding from its head were two black horns. Just above its maw, it had nostrils on either side of its angular head. In comparison to its body, a Legion's jet-black wings are rather relative, being very smooth and wavy, with white, spot-like patterns running neatly through the folds of each wing. It also had a whip like tail.

Omni then smiles. "Ah, it's Coco. That little girl never ceases to surprise me. Oh, how's Erza doing?" He then turns to Ben as they jump off the island they were on.

"You mean Erza Knightwalker? Still trying to eliminate Fairy Tail." He sighed. Omni chuckled a little. "Yeah… I gotta talk with her after this…"

* * *

 **…**

"GO, GO, GO!" Natsu roared as loud as he could.

The island containing the lacrima of Fairy Tail's members was beginning to rush towards Extalia. The blue crystals of the lacrima were now a glowing sunset orange as a red aura surrounded the entire place. Gajeel nearly tripped as it began to move.

"Can't this thing go any faster?!" Gray barked. Coco pouted. "Levy-gao's doing the best it can! Come on boy, give it your all!"

Coco's Legion chirped loudly as its eyes flickered, as if taking inspiration from the girl's words. Dashing onwards, it quickly made its way to Extalia, turning around in an attempt to ram itself into the meteor.

"Push, everyone!" Lucy ordered. And that's what everyone did. Erza flashes to her Giant Armor as she slams her palms against the hulk of rock. It wasn't nearly enough force, and the island started to slowly crash into Extalia's borders.

Not far from there, two Exceeds watched with shock. One had the same colors as Happy, while the other was white with a black beard.

"Oh my…Lucky, is…are we going to…?" She asked. Lucky, the white cat, scuffed. "Kono… We just have to hope him and his friends Exceed, Marl."

"…Did you really just pun at a time like this?" She looked at her husband in confusion. Lucky shrugged.

* * *

 **...**

At Extalia…

"You say they're attacking us? Give us a break, human!" An Exceed scoffed at Wendy as he threw a rock at her. Many other Exceeds laughed at her and Carla's words as they joined in the harassment.

"Our Queen will protect us, just watch!"

"We can start a counterattack anytime we want!"

As the island collided in the kingdom, the Exceeds turned to face the danger with smug like faces. But, despite their tone of words, some of them were actually starting to worry. "But…it would be great if the counterattack started soon."

Nady stood with Wendy and Carla as the lacrima shined. "The lacrima has hit the island…"

"T-This isn't good!" Nady started to sweat a lot. Carla grits. "At least it seems to have stopped at the edge of the island…"

"I'm so sorry, Carla… It wasn't supposed to be like this…" Wendy fell to her knees. The white cat blinks as she starts to walk towards the crowd.

"No, we can't give up! EVERYONE, LISTEN!" She tried to get the crowd's attention. Several Exceeds looked at her with disgust as they picked up more rocks in their palms.

"You're still here, you damn Fallen?!" One barked as he threw it. Several more of them also joined in, but before they could reach her, Nady tried to block the blow. However…

 **"You guys really are sluggish creatures, aren't you?"**

The crowd gasps as two Exceeds block their attacks with their wings. "We have more problems at hand that we need to attend to! We have no time for your almighty superiority speeches!"

"…Ben?" Carla spoke out. To her surprise, both of them turned around. Aerofel and Exceed Omni turned to face Carla and Wendy. Omni was a bit taller than Aerofel, and his fur was a bit darker.

"And besides, throwing stones is dangerous!" Aerofel grins as they put their wings away. Nady coughs, before frantically trying to push away the crowd to the road of understanding.

"Y-Yes! T-Throwing stones… is dangerous!" His voice was a little shaky, as if realizing he did something horrible.

"B-But Nady-sama, that's a Fallen…" One Exceed blinked in confusion. Nady rushed to him.

"But they came to warn us about a danger to the entire Exceed Kingdom! And how do we repay her, we insulted and threw stones at the two of them!" He barked. "We didn't listen to them, so the problem has come to us!"

Aerofel's ear twitched. "…You threw stones at Wendy…?"

 _ **"** ** _W_ HO THE HELL DID THAT?!"**_

Several Exceeds flinched as they watched Aerofel's feral look. Omni chuckled as he patted his head. "Now, now, calm down." Tapping both of their dials, they reverted back to their human forms, surprising all the cats in the area.

"What, they're humans?! What kind of magic is that?!"

"Never mind it." Ben grumbled. Nady spoke up. "We have to solve the current problem at once!"

"Problem? Our Queen will just obliterate this thing with her magic like it's no problem!" An Exceed yelled from the crowd. More and more of the cats joined up with the shouting. Wendy and Carla glanced around in disbelief about their situation.

From outside the crowd though, several footsteps came forward. A gentle voice called out to Nady. "Nady, that is enough."

The mere voice made him turn around. "My Queen!" He shouted. Immediately, every quieted down and made way for her. The humans and Carla examined her as she and her council walked up to the middle.

Shagotte wore an extravagant robe with a white downing around her entire body. She also wore a crown on her white furred face. Strangely, she did sort of resembled someone…

All the Exceeds bowed to her appearance.

"That person…is the Queen?" Wendy mumbled as she looked over. Omni folded his arms.

"Queen Shagotte of the Kingdom of Extalia." Omni muttered as Shagotte glanced over to Carla. Sighing, she looks over everyone.

"…Everyone, please, raise your heads." She requested. "And then listen calmly to what I have to say."

" _Right now, the Kingdom of Extalia is on the brink of destruction. It is an event that we can no longer bring down. We must accept this fate, as foretold."_

The Exceeds certainly weren't expecting that.

 _"Therefore, I have made a decision…"_

Omni and Ben notice that some of the Elderly Exceeds averted their gazes. As Shagotte takes off her robe, it was revealed that she was merely floating in it as it vanished.

 **"I shall tell you the truth about our people."**

"…Queen?" Several Exceeds opened their mouths agape in wonder in what she was going to say. Some looked nervous at her expression as she took off her crown.

 **"…I am merely an Exceed. I am hardly a Queen, but most of all; I am most definitely not a God. All I am, is an Exceed, just like all of you."**

Sprouting from her back was pink magic circle, but unlike the angelic pair of wings that came out, only a single wing sprouted from her left side, shocking everyone.

 **"I do not have the power to fight the humans. As you can see, a mere one winged Exceed like I cannot do so."**

 **"An Exceed's wings are measured by their magic power, and shows their growth and shrinking. My own magic power…is extremely weak."**

"Holy mackerels…" All the Exceeds were in basically slugged in the face by the sudden confession as Shagotte bowed. "This is…" Wendy and Carla were baffled as well.

 **"I am truly sorry for this…"**

She then turns to the crowd in the middle. "You are Wendy-san and Carla-san, yes? And you two, Omni-san I believe…and your little brother? I must apologize to you all as well." She then bows to them as well.

"Everything is my fault." She bitterly admits. Wendy is utterly confused. "W-What's all this about…?"

Two of the elderly Exceeds walked forward. The one with light blue green fur spoke. "The ones that introduced the "Queen" to our Kingdom was none other than us, the Elders."

The brown one then looked up. "Our race was actually a very weak one. We would often be bullied and preyed upon by the humans. So, in order to stop that, we had to convince the humans that we had power…"

An elderly lady Exceed with a cane spoke next, as Shogotte dismissed her wing. "In order to boost the confidence of the Exceeds back to normal, we had to make you all believe that the Kingdom was protected by the power of God…"

"Only a few of us knew the truth about this "God power", because, in the end, it was no more than a bluff. We had to resort to actions like the Human Elimination Act."

"But I suspect that even that was nothing more than a bluff as well?" Omni blinked. The green cat nodded.

"All Shagotte had was the power to see into the future, and only a bit at that. Because she could see the point in which people died, whenever she was correct, it add to our bluff of saying that she killed them…"

"No that's a lie!"

"Our Queen is GOD!"

"LADY SHAGOTTE, PLEASE ELIMINATE THE HUMANS!"

As Carla listened, anger started to swell within her, until it exploded out. "Despite that, you placed memories in our heads, you gave us orders to kill someone…!"

"T-That's…" Shagotte averted her gaze. "Y-Y-You see, t-there's a really i-important—" Nady tried to intervene.

"IT DOESN'T MATTER! EVEN IF YOU HAD A REASON, IT'S STILL UNFORGIVABLE! YOU GAVE THOSE WICKED ORDERS BEFORE I EVEN **HATCHED**!" Carla screamed, surprising everyone.

"C-Carla, now isn't the time for this…" Wendy tried to calm her down. As Nady tried to do the same, a sharp sleeking sound of a sword startled him. Turning around, Shagotte unsheathed a sword as tossed it to Carla, kneeling to her.

"And for that…I am also sorry. She is completely correct. She had no sin for this, yet I made you bear the most painful of feelings, since the day you were born." She started.

"Q-Queen!"

"Please, pass judgement upon my shoulders for the sins that I've committed!" She commanded as she lowered her head. Carla flinched, and after a few seconds, backed up.

"You, who loves both Exceeds and Humans! You have the absolute right to do so!" Shagotte exclaimed. Those words shifted her mood, as she picked up the sword. All the Exceeds started to roll tears down her eyes. Ben was about to intervene, but Omni stops him.

"Wait for it…" He smiles.

"Please, escape everyone! The fate of Extalia is mine to bear alone! Please!"

As she drew closer, several Exceeds broke down in tears. Nady did so as well. Wendy was about to stop the white furred cat, but she too was stopped by Omni. Carla drew closer, and as she stood in front of her, she gritted her teeth…as she stabbed the sword into the ground in front of her.

 **"HOW DARE YOU GIVE UP SO EASILY!"**

Omni grins as everyone gasps at her words.

 _"This is your country, isn't it?! Can you not do a single thing without having to rely on a God or Queen? Pathetic! Didn't you all try to live on, even if it was a lie?! Why are you giving up so easily?"_

 _"So what if you're weak?! If everyone works together, there's nothing that you can't do! You can accomplish anything by working together!"_

Both Shagotte and Carla's faces start to roll down a stream of tears. "This country won't be destroyed…because…"

 _ **"** ** _T_ his is our **_**HOMELAND!"**

Sprouting her wings, all the Exceeds could've sworn that she truly did resemble an angel of sorts. "I won't give up! I'll stop it, no matter what!" She then flew off to join the others.

"I-I'm going too!" Nady proclaimed as he spread his wings as well. "This is my country too! I must repay the warmth it has given itself to me!"

"Nady…" Shagotte turned to him. Nady grinned while sobbing. "After all, I also love this country as well!"

Flying off, everyone looks to the skies with renewed expressions. Omni stands up, picking Ben and Wendy off from the ground. "Now then, shall we go as well?"

"Y-Yes…?" Wendy now noticed Omni's face. Her ears went a little red, as she imagined that Ben could grow into something like this. As they turned around, the sounds of wings flapping were heard. Streaks of green and white were seen as the multitudes of Exceeds whose hearts were affected by Carla's speech blasted off.

Two Exceeds came up and picked up Wendy. "Wendy-san! We're sorry for our actions! Let's save Extalia together!" They sobbed. Wendy blinked, before smiling.

Flying off, the Elders and Shagotte watched as Ben and Omni nodded at each other.

"Ben, do you have Sonorosian DNA unlocked in your Omnitrix?" He asked. Ben grinned. "You thinking what I'm thinking?!"

 **"Plan Echo: Exceed Army!"**

Both of them grinned as they activated their Omnitrixies. Slamming down at their cores at the same time, they replaced themselves with their Echo Echo forms.

"Let's. Do. This!" Edo Echo turned to Earth Echo. Omni's suit was white, with accents of green on his arms and legs. He wore a green jumpsuit above his silicone suit.

Running forward, they multiplied into an army of Echos, and as they all pressed their dials, dozens upon dozens of Aerofels were summoned. And yes, they actually named their forms the same. This is still Ben, ya know!

Shagotte and the Elders watched as the army of green Exceeds flew onward in a blur of green. Not willing to wait any longer, she proceeds to fly up as well, despite her low magic power.

"Q-Queen!" They called out to her in worry. Shagotte grits her teeth.

"No, we shall not stand back anymore! We shall join the fight!"

* * *

 **…**

Back at the edge of the island…

Natsu and others continued to struggle as they pushed against the might of the Dragon Chain Island's power on the lacrima island. It was clear that at this rate, they wouldn't be able to handle the situation for much longer.

"GRRR… Come on!" Natsu barked. "KEEP PUSHING!"

"I can't last…! I'm gonna get squished!" Lucy squealed. Erza grunted. "Keep at it! We have to succeed at this! WE MUST!"

"…We…can't…" Happy panted as he was about to let go. As he took another breathe, a streak of life shines in the corner of his eye as Carla comes swooping in. "Carla?!"

"I won't give up on this place, nor on Earthland! I'll protect them all!" She yelled as she tried to push will all her might. Happy was bewildered with her determination, and even more when a familiar squawk of a black came along.

"ME TOO! I love this country! I want to protect it as well!" Nady proclaimed as he joined up. "WE ALL DO!"

Pantherlily watches with grimace. "You fools, what can you do to stop…wait, what's this force of magic coming at…it can't be!" Turning around, hundreds of Extalia's citizens came from the skies to push.

The sight was relatable to a starry sky of stars falling across the horizon. The Exceeds yelled with all their might as they planted themselves against the large chunk of earth. "We all want to protect this place! FOR OUR QUEEN!"

"This is…what's going on?" Pantherlily was shocked to say the least. Carla turns to face everyone. Tears fall down her face in joy as they continued to join up, but she immediately, as well as Pantherlily and Wendy, do multiple spit takes as she watches the Aerofel horde come into play.

 **"HERE WE GO! LET'S STOP THIS SCRAP HEAP!"**

Lily watches as the crowd gathers up. Once he sees Shagotte struggle, he grits his teeth. "Oh for crying out loud… You just had to do that, didn't you…"

Just as she was about to fall, he comes to catch her in his arms. "…Lily?" The black Exceed sniffs as he looks upon the scene.

"Even after my expulsion for helping a human, my true loyalty will always lie towards my home country, no matter how much I may resent it!" He admits.

Shagotte's mouth goes agape, before giggling. "I see…"

As the horde of cats continue to push back, it's clear that all the force is actually starting to push back the island. As the Aerofels continue to push, they since an incoming source of energy starting to come through.

"Hey, is that?"

"Hey, could it be?"

"Yeah, it should be!"

"It's him!"

"Has he done it?!"

"I betcha!"

As the Exceeds and Humans gave one final push, the lacrima was pushed off, and suddenly, it was encased in a light. Everyone watches as the entire island vanishes, and the Dragon Chain Cannon falls to the ground. All the Aerofels high fived each other as they merged back to one, before landing on the edge of the island and reverting back to Echo, and then to human.

"We… We've done it!" An Exceed cheered. "WE SAVED EXTALIA!"

"Wait, what happened to the lacrima?" Gray blinked. Lucy nodded. "It just vanished. Where did it go?"

Omni and Ben grin as they both point to the sky. A shine of green energy teleports a white Legion to the area. And on top of it…

"…No way." Lily's eyes widened. Natsu and the others grinned as a familiar masked man approaches the scene.

"…I have reversed the condition of the lacrima… Everything is now back to normal. It's over!"

"You mean…!" Wendy smiled. Mystogan smiled as he unraveled his bandana and mask.

 **"MY FRIENDS! WE HAVE WON THIS BATTLE! I HAVE ALTERED THE ANIMA TO RETURN THE MAGIC TO EARTHLAND! EVERYTHING IS OVER!"**

* * *

Well now, this is certainly a long chapter, now wouldn't you say so?

What should the battle between Faust and Fairy Tail be like? Should Edolas and Earthland Fairy Tail interact with each other on a higherscale?!

Personally, I've been wondering…should I add just _one_ OC alien? It won't do much to affect the story, it'll just be a cool alien to use. What's the alien you ask? Well, either an FM-ian or an AM-ian form from the Megaman Starforce series! I loved that series so much that I replayed each game like 4 times!

So, that's all I wanted to say! Next chapter will be the battle of battles between redheads, and a giant mechanical dragon suit possibly! Stick tune!

And as always, please, review/rate this story. I love the feedback I get from you guys; it gives me ideas to implement into the story, and lets me dwell off from the agonizing subject of school…

So, with that all said and done, I'll see you all in the next chapter! Flash out!


	43. Giants (Edolas Part 5)

HOLY FUCKING SHIT, I LITERALLY THINK THE UNIVERSE HATES ME RIGHT NOW! THE MOMENT I SENT OUT THAT DAMN REVIEW, I WAS SWARMED WITH NEWS RELATING TO NEW ASSIGNMENTS! GAAAAAAAAAAAAA-

…Well, ranting aside, this took waaaaaaaaaaaay longer than I expected to do, and for that, apologies. So, without further ado, here comes the intro!

Hello you beautiful people, and welcome back to the Null Fairy! Edolas Part 5 is finally here! So, let's see what you guys have to say for yourselves, with all this damn crap going on in my life!

 **tomahawkESP:** Yeah, Edolas Ben is based off Omniverse Ben, but as a nineteen year old. His color schemes are the same though, with the black and green.

 **Ben 10.000:** Well, I'd say probably not, since Nanomech is half human. He may have some features from the Nanochip species, but probably not as efficient as them.

 **Guest-Questioner:** Yes! That's what I loved about the Galvanic Mechamorphs! Well first, yes, regarding the Dorma Anim, Upgrade could potentially merge and copy it, like Ship did for the mechanized ship he copied in Ben 10 AF.

 **Reader:** Sure. A side story with the Edolas side could be a fun thing to write up on, including Edolas characters, and the Exceeds.

 **Ajjr12:** Yep, that'll happen. Since I _did_ make a way for species to return back into the Omnitrix, it'll be bound to happen.

 **Dragon Storm:** True. OVA 2 is basically an AU, but OVA 3 includes time travel. Well, Mest does actually have some relevance to the story, as said my Makarov himself. But I'd be damned to make him Wendy's partner, no! That ain't happening

 **Ultimatrix Bearer:** Well, actually, I've been using some of my spare time in class to come up with some designs for the dragon form (ironically because I'm learning about designing atm). Once I get the ideas coming from the rest of you guys, I'd probably be able to make a final decision for the dragon's form.

 **RedDragonForce1:** Holy damn, I forgot about Green Arrow's quote from that one time. I might actually use that!

 **Sean Bruce:** Thanks for the continued support man. Ultear influence is probably going to happen after this Arc. Btw, how old is Meredy actually, I tried looking it up, but I don't know…

For the list of your ideas, could you possibly compile them into a single list in a review? Kinda hard to look from all of the other reviews when trying to compile them up together. I do like the _Grass is Always Greener_ one, er, if that's what it's called. Forgive me.

 **Isaiah/ Isaiah Jones:** Thanks for your support too. Akane date is a go!

 **Nexus240:** Thanks for those follows and favorites! College is a bitch, ya know? I do plan to implement some ideas from Owari no Seraph and possibly Azure. Thanks for the wait! Chromastone and Tetrax? Now that'll be a bitch to explain, lol. He might have to look for Azmuth for that lol.

 **hackex1** **:** …WELL, not really. Engage is kinda going on, but pregnancy would be a bit much to implement and explain. And besides, she's gonna fight! Would you have a pregnant person fight?! Thanks for the review though!

…And there we go! All caught up for now~! Well, until I start on the next chapter, eh.

I apologize once more for the delay, and if this chapter's a bit short for all of you. But, some story is good though, so let's roll with that idea for now!

Anyhow, let's get on! As always, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading! Here's to a good day!

* * *

 **Chapter 43:** _Giants (Edolas Part 5)_

It seemed that they truly had won this battle. They accomplished their goal of saving the Kingdom of Extalia, and that of protecting their friends from being obliterated while in their giant lacrima form.

 **"We have won this battle!"**

Just as Mystogan, or rather, Edolas Jellal was going to announce their victory celebration, as Lily cries out in happiness, suddenly…something entered him, or rather, passed through him.

"…Eh?" His eyes widened, before gasping with a large excruciating pain filling through the wound in his body. A large beam penetrates through his chest, causing Omni and Ben do a spit take at the same time.

"A laser skewed Lily!" Ben croaked. Omni glared downwards. "The bastard!"

"Black cat!" Gajeel roars for the buff cat as everyone else reacts. Jellal's flies down as he cries out his friend's name. From afar, the beam of purple originated from a certain red head's spear. Riding aboard a Legion, several other beasts followed through as the Royal Army comes up into play.

"That's…" Erza S. grinds her teeth as she glares down. Receiving a scoff in return, her counterpart twirls her lance as she points it at the group.

 _ **"** ** _N_ OT YET! THIS IS NOT OVER!"**_

Lily passes out, but not before uttering one last word. "…Prince…" He then starts to descend down to the ground, landing with a rather dull thud. Erza growls as she stands up, revealing herself to be wearing a new set of armor, and to have cut her hair.

"Punishment fitting for a traitor. You are one of the Fallen, and even then, just an Exceed. The king saved you, and this is how you repay him…" She huffs.

"It's the other Erza!" Natsu yells out in surprise. Omni's eyes widened as he looks down at the redhead. "Erza? Is that you?"

Knightwalker's eyes immediately shot up in response to hearing to his voice. "Omni-niisama, what?!"

"Someone get Lily!" Shagotte pleaded. Several Exceeds then proceeded to fly down to the fallen Knight as Erza K.'s eyes go back to her counterpart.

"Tch… I'll resolve all of this later… But for now… SCARLET!" She turned her gaze away from Omni, and back to Erza S.. Mystogan flies in front of her in a defiant matter, blocking her flight path.

"Hold it. You would dare strike me and my acquaintances, Erza Knightwalker?" He responded. Several of the cast reacted to the title as Erza K. clicks her tongue. She couldn't just outright attack him, he _did_ have a legitimate role.

From afar though, Ben and Omni could feel an ominous gaze strike upon the skies, as a familiar voice echoes through the area with a gallant laugh.

 **"Prince, you say?! Don't make me laugh, you scum! You're nothing, why would you be considered my son?!"**

"The King!" Coco cries out. Omni bites his lips upon hearing the irritating voice of the old man. "Faust… Where are you…"

" **After seven years of hiding away in some far off land in wherever, you have the nerve to come back to this world as if nothing happened? You have some nerve skulking back here, you insect!"**

Edo Jellal's eyes wander about as he and everyone else tries to figure out where his voice is coming from.

 **"And I know you've been sealing off the various openings of Anima in Earthland! Not only do you dare try to return here like the scum you are, but you go even as far as to betray your own country!"**

"Where's his voice coming from?!" Wendy and Carla dart their eyes around. The white cat's ears twitch. "It's like his voice is coming from somewhere deep underground or something…"

"Show yourself, ya coward!" Natsu barks. Ben turns to Omni. "Hey, any idea of where he might be?"

"…No, not a clue. It doesn't look like he's using any tech I've made to hide himself. Probably some ancient technology that's been here before I came to Edolas." Omni glances about.

Mystogan sighs, and begins to respond to his father. "…But even so, your Anima plan was a failure to begin with. Fighting would be meaningless to continue, wouldn't it?"

 **"…Fighting? The meaning of it, you say?"**

Suddenly, from afar on a large floating island, a giant green magic circle flickers within the ruins of a colosseum. A loud noise shakes throughout the air from the sheer amount of magic energy.

"The air, it's all of this sudden energy!" Lucy notes. Gray scoffs. "Where's it coming from?!"

"Over there, by the colosseum!" Omni points down to the landmark. As everyone looks, a giant egg like structure sprouts from the ground. Faust laughs manically as it begins to unearth itself.

 **"You fools! This is not a fight, this is a retaliation! A retaliation for those who dare try to defy the King of this land, the King of Edolas!"**

 **"THIS WILL BE A ONE SIDED EXTERMINATION!"**

The green glow of the circle ceases, leaving the colossal structure in full size on the ground. Lucy and Gray stare down at it, wondering if it was some kind of magical weapon, or other similar type of tool. Everyone gasps as a sound of release was heard, releasing chains that hooked it to the ground as it begins to glow with a metallic white light.

 **"No matter who stands in my way, I will eliminate them! Even you! With the power of this war machine, plus its additional enhancements, there won't even be a** _ **trace**_ **of you after this!**

"…Father." Mystogan gulps. The metallic egg begins to hover in the air as it begins to open up. Ben's eyes widen in surprise, delight, and worry as its full shape begins to unravel itself.

Starting from the bottom part, two legs slammed onto the floor. They were draconic in nature, possessing metallic claws and hind legs. From the back, a giant silver tail flickered and flailed about as Faust releases another laugh.

Then, from the middle broke out two arms of metal. The chest morphed into a giant metallic chest plate. And then, to finish it off, a long, slithery neck of metal sprouted out from the torso, with a mechanical head resembling a dragon's finishing the look. Its red eyes glowed with a hateful light as it releases a screeching roar…

"…That's…!" Shagotte and Mystogan's eyes widened as everyone covers their ears. Faust them growls as the mechanical devastation roars once more.

 **"THE KING'S POWER IS ABSOLUTE!"**

The elder Exceeds shuddered in fear. "That shape… That power… There's no mistake, it's…" One called out.

"For sure, it can be none other than…"

 _"Droma… Anim!"_

"…So, that's Droma Anim…" Omni blinks in thought. Ben looks over to him in a hurry. "What, you know something about that thing?"

"…It means "Dragon Knight" in the native Edolian language. So, it's a hardened armored dragon. A terrifying war machine, no doubt…" Mystogan curses.

All three Dragon Slayers turned to him. "A dragon?" Natsu blinks. Natsu shakes his head. "No, but it seems to be in the shape of one."

"Hardened Armor?" Wendy questioned.

"It's Anti-Mage Armor, one that acts as a canceler for all external magic, nullifying it all!" Coco explains. "The King is piloting it from the inside, controlling the actions of Droma Anim!"

Droma Anim's mouth opens, revealing a large cannon. "Soldiers, capture the Exceeds! Release the field converters!" Immediately, the horde of Legions flew off towards the group of cats, with all the soldiers roaring in unison.

Mystogan looks down. "Crapbaskets! Everyone, run for it!"

The Exceeds start to scatter about with an aura of panic. Erza K. finally breaks, and refocuses all of her attention to the King's Orders. "Chase them down!"

"Field Magicalizer Cannon, ready!" A soldier yells as he lifts up a launcher. Omni bites his lips again upon seeing the design. It was gray and white in color, and resembled a vacuum cleaner. However, the barrel resembled that of a cannon's.

"Fire!" Several of them yelled, releasing a beam of white energy. The first wave made contact with at least a dozen Exceeds, turning them all into crystallized cat heads of magical lacrima. This only added to the panic as the now scared Exceeds proceeded to go in an even more reckless pattern of escape.

Shagotte darts her head around in despair. "Everyone, run, hurry!" She yells.

"Grr… ERZA!" Omni looks over to Erza S. The redhead responds to her name, but frowns at the one who calls her out. "Who are you?"

"Never mind him for now, we need to protect the Exceeds. Let's charge at Knightwalker's forces!" Ben shouts. Erza and the others nod, but then Lucy turns to Natsu in slight surprise.

"Huh, you're not sick when riding on a Legion? Did Wendy cast Troia on you before this?" Lucy asks. Natsu blinks, before frowning.

"Dude, this is like a comrade. That's pretty cold, ya know."

Gray sighs. "Enough bantering for now. The question now is… How do we stop that giant thing? Magic doesn't do crap to it, right?"

"We just have to dodge it for now! I doubt anything will work on it at this rate! We need to rescue the Exceeds, they're defenseless right now!" Mystogan proposes. "If we lose them, then…"

"Game over, understood." Ben and Omni stand up.

"Let's go then!" Natsu orders as their Legion flies over. Faust however laughs. "Protect them?! Don't make me laugh! Not a single human will survive after this!"

Aiming its cannon at Levy-gao, Dorma Anim releases a gigantic beam of concentrated magic from a flickered magic circle. Mystogan grits his teeth as he quickly takes three of his rods out. Omni glances over to Ben, who nods.

"Let's get to it!" They both activate their Omnitrixes, and slam their cores down. Mystogan looks over as two Feedbacks fly over to the blast. As he prepares his own magic, the two Conductoids ready their tendrils for absorption.

"Let's give him a taste of his own medicine!" Omni grins. Omni Feedback was a little taller, and his white scheme was replaced with a green one. Golden bolts were located on his shoulders, hips, and elbows.

The crashing beam of magic hits them, and it doesn't take long for the pair to finish absorbing the energy into their bodies. Both of their arms spark with a glittering blue as the beam powers down. Faust was a bit stunned to see this as the next move was going into play.

"Energy absorption, complete! Mystogan, hit us up!" Earthland Feedback glances back. The staff mage nods as he swipes his fingers. "I got it!"

 _ **" _Thr_ ee Layered Magic Circle, Plus Two Layered Magic Circle!" **_He starts. His three staffs clang together to form a purple magic circle, and from his back, his other two staffs flicker as a green magic circle appears.

 _ **"** ** _M_ irror Water! Plus, Imperium Charge!" **_Extending his arms out, from the green circle a swirl of energy circles the Feedbacks. A moment later, they blast the energy back at Dorma Anim, plus an additional amount of power due to Mystogan's enhancement.

"I still don't get the concept of magic sometimes…" Feedback blinks as he and Omni float down. The older Conductoid turns to him. "Ever heard of _mana_?"

"…Is that a thing from the future or something?" Omni shrugged. "Sorta… well, not really. I'll tell you about it later."

The two continue their short discussion as the mass of energy starts to redirect itself towards Dorma Anim. Faust scoffs at this remark as he holds one of its palms up towards it.

"Pathetic. Do you really think those shabby magic staffs will help you? And you two, you despicable nuisances! You think you can use that old trick against me?! Behold!"

As the beam comes closer, out from the middle of its palm, a small hole opens up, revealing another blaster. It doesn't take long for a gigantic mass of blue energy to form up, with him blasting the heap right through the deflected blast, nullifying the entire process.

"Freaking crapbaskets!" The Feedbacks discharge energy to dodge the giant projectile. "I swear, what kind of modifications did that damn old man make me install on that thing?"

"Mystogan! MOVE!" Erza S. yells out as the large sphere starts to fly towards the blue head. Its acceleration was too much however, and he ended up getting blasted off his white Legion. A loud yelp was heard as he flew off and starting to plummet down.

"Mystogan!" The gang yells out. Faust laughs as he watches his son fall. "Ha! Just like the ground, you two are suited for one another! Wander and crawl, scram until your last breath comes into play!"

"Shit!" Omni yells as he and Earth Feedback land on the ground. The turn look to see the soldiers continuing their assault on the Exceeds. There was no way for the others to assist them, as Dorma Anim continued to blast energy spheres and death lasers from its standing position.

"Is there no way to deal damage to that thing?!" Lucy barks as their Legion continues to dodge. Gray sighs. "Well, we can't get a clear shot like this!"

"…GAH! Damn it all! You know what, I'm going in there myself then if that's what it takes!" Natsu decides as he jumps off. Gajeel grins as he joins in with him. "Damn right!"

"…Let's see if this works." Wendy mumbles as she gracefully flies down to join them.

"Hey, what're they doing? The Dorma Anim nullifies all magic!" Omni Feedback exclaims. The two tap their dials, and Ben looks up. "Maybe… But since these guys are Dragon Slayers, then perhaps…"

To answer his theory, Natsu growls loudly as he slams a hard flame fist on Dorma Anim's back. Gajeel grins as he slugs its chest with a hard iron club. Faust stumbles as he glances around in confusion.

"What?! What's going on? Magic shouldn't work on the Dorma Anim! Who's attacking me?!" The old man asks as the mechanical dragon tries to balance itself.

"Well, I guess there's your answer then." Omni shrugs as they witness Wendy in the air above it. The petite girl inhales for a bit, before diving down and…

 _ **"** ** _Sky_ Dragon's Roar!" **_ She yells loudly as she releases a blast of wind. Faust grunts as he tries to block the attack with an arm. The Roar ends up pushing him away a few dozen meters as he skids on the ground.

"You scum!" He curses as Wendy lands next to them. Natsu grins as he cracks his knuckles.

"Ha, not bad, Wendy!" He compliments his fellow Dragon Slayer. Wendy narrows her eyes on the Dorma Anim as she stands up.

"…No, I'd say that the attacks from you two did more damage." She observes. "But…I guess it doesn't matter now."

"Damn right! We gotta slam that old man down for shooting a hole in my cat!" Gajeel growls. Faust lowers Dorma Anim's head to view the spectacle in front of him, with the sight irritating him greatly.

"…I see, so it's you three fools." Faust mutters.

"Natsu?!" Happy exclaims. Carla was utterly surprised to see Wendy down there. "Well now…" Natsu then glances a fair distance away towards Ben and Omni.

"Ben! Older guy! Go protect the cats with Lucy and the others!" He yells to them. Omni's right eye twitches. "Older guy…?"

"We're counting on you guys then!" Erza S. smiles. Lucy gulps. "You sure those three can handle that thing all by themselves?" Gray shrugs. "We're up against a Dragon. Those guys are the only ones who can defeat it."

"Ben, let's go." Omni looks up. The younger Tennyson nods as they activate their Omnitrixes, slamming their dials down at the same time.

Omni was replaced with Astrodactyl, while Ben transformed into Jetray. Omni Astrodactyl wore a green and black jumpsuit, as compared to Ben, and his beak and claws were a bit sharper.

The pterodactyl alien glances at the Aerophibian. "Huh, it's been a while since I've seen Jetray." He squawks. Jetray raises an eye. "Wait, do you not use him or something?"

"Er, let's leave that topic for another time… First, the Exceeds!" He changes the subject as he unravels his wings, blasting off into the air. Jetray gives him a curious look as he follows him into the sky.

Flying up for a few seconds, they land on Levy-gao. "Ah… Been a while since I've flown so freely…" Tapping their dials, the group shudder their eyes for a moment as they morphed back into their human forms.

"So…what's the plan?" The elder Omnitrix wielder glances at everyone. Coco squeaks as she lunges herself at Omni. "Waaaaaaah!"

"Coco? Ah, how've you been?" He smiles as he pets the girl's head. She sniffles for a bit, before looking up. "…Alright, I guess." Erza blinks, before slapping her cheeks.

"We help the Exceeds. At this rate, they'll all become lacrimas!" She states. Coco wipes her eyes, and then looks straight towards the crowd. "Alright then! Levy-gao, go!"

Coco's Legions howls as it starts to fly towards the crowd of Exceeds, but Erza K. scowls at them as her own Legion intervenes. "I won't let you!"

"…Erza? What're you doing?" Omni steps to see the redhead. She gasps, before gritting her teeth.

"…Omni-niisama…" She mutters. "I'm sorry, but the King's rules are absolute! Soldiers, fire!" She then swipes her arm out. Gray and Ben look down and behind them as a squad of Legions and energy bullets start to come near them.

"Shoot! It's an ambush!" The ice mage yells. Coco stands up. "Levy-gao, dodge!"

Coco's Legion tries to fly upwards in an attempt to sway away from the upcoming assault of blasts, but one of them crutches up directly into its underside, knocking it out into discord.

"Levy-gao!" Coco cries out as everyone is flung off the dark blue beast. Happy and Carla activate their Aero, with the white cat catching Gray and Coco, and Happy with Lucy, albeit with some difficulty.

"And to think I was getting bored of the shortage of shenanigans!" Omni retorts as he activates his Omnitrix. Ben rolls his eyes as he does the same. "Wait, where's Erza?"

"Which one?"

"You know which one."

While they were in their little dispute, they slammed their dials down, and instead of getting flying aliens, they…

"…Huh? What's this alien again?" Omni looked at his arms. Ben, now transformed into Big Chill, looked over to his counterpart, who was now morphed into a familiar looking lizard alien.

"Oh, that form has telekinesis, if I recall." The ice alien spoke. Omni blinked. "Telekinesis…? …Ah, I remember now. This alien is an Uxorite, like Xylene…" He smiles as he clenches his fists.

"Hmm, for the name…how about, Neurolizard?" He suggests. Big Chill shrugs. "That's what I named it too."

Omni Neurolizard blinked in surprise, before looking around. He was a bit taller than Earth Neurolizard, and wore a black and green jumpsuit. His tendrils and tail were longer than his as well.

"Say, where's your Erza at?" He glanced around. Lucy did the same as soon as Happy started to hover in a balanced fashion. "Oh yeah, where is sh—"

"HOLY CRAP!" A soldier yells as Erza S. grunts. Everyone looks over in surprise as Erza spawns a long chain, wrapping it around the neck of a nearby Legion. Erza K. gasps as she see her literally use the Legion to fly over to hers. After swinging forth, she flies over to the spear wielder, colliding her sword against its handle.

"Scarlet…!" Erza K. grunts as she pushes against her counterpart. Erza S. glares at her as she grits her teeth.

"It's about time we finished this, Knightwalker!" She responds.

Erza K. pushes her away, causing the armored redhead to do a backflip and jump off the Legion they were on. The spear wielder follows forth as she barks one last order.

"Everyone! Dismount to the ground and focus on the capture of the Exceeds! Continue your current actions; **this** one is mine!" She states as she and Erza S. land on two stone pillars, which were located in the ruins of a deserted part of Extalia.

Neurolizard looks backs towards the battleground with Dorma Anim. Several large explosions littered the place, giving the telekinetic alien some bad vibes in his stomach. Turning to Big Chill, he nudges him.

"Ben, I think those three need help against Dorma Anim." He suggested. "I'll support everyone here for now, so don't worry."

"Yeah, but that's a whole lot of soldiers down there." He responds. True to his word, as everyone was starting to land on a nearby island, hordes of soldiers started to unravel their appearances, surrounding them by the several dozens.

"Don't mind it. I can probably handle them for a bit. I have a feeling something good's going to happen." Omni smiles as everyone lands. The cats and passengers land with a thud as Big Chill and Neurolizard land with grace. The Necrofriggian looks over to the colosseum, and notices that the Dorma Anim was now colored darker than before, and that its attacks were upgraded. A strange detail he noticed that there were thin lines of dark red streaming across it…

"I hope they can survive long enough for me to get there at least…" He mutters. Tapping his dial, Big Chill morphs into XLR8 and begins to zoom off to the edge of the island they were currently on… And while he does that, Omni watches as everyone starts to groan while they get up.

"Now then, let's hope this gut feeling comes true…" He mutters as he taps his dial…

* * *

 **…**

"Oi, you guys!"

Slamming through the front entrance, Lucy Ashley leaps up onto the top of the bar. Everyone looks up to the blonde as she lets her bag down.

"Lucy, where were you?" Natsu Dragion asks. Edolas Wendy and the others group up to see what she has to say. Taking a deep breathe, the counterpart blonde begins.

"I was meeting with Gajeel. It seems that things are getting pretty rough right now." She answers her pink haired friend. Lisanna looks up in wonder. "Gajeel? You mean the informant?"

Edo Jet huffs. "Well, even though his information's always true, it doesn't really mean…"

Lucy shakes her head in frustration as she continues to try getting her point across to her guild mates. "But listen here! The Kingdom is trying to eliminate all of us! The King's planning to sacrifice the Exceeds, Earthland, and us as well! He's going to give the Kingdom the power to make the entire world theirs to do as they please!"

Edo Wendy's lips quiver. _'But… What about Omni…?'_ With all of this commotion going on, her worry over her fiancé was starting to level tremendously as she hugs her arms together in worry.

"We can't let them get away with this, can we?!" Lucy Ashley glances around with defiant eyes. Natsu Dragion glooms a little as his gaze lowers. "Yeah… But the Royal Army has the largest amount of magic at their disposal. Could we really win if we tried to fight against them?"

Edo Mira contemplates this plan as well. "It's true. The Kingdom has some very powerful individuals at their footholds. It'd be difficult to launch such a thing…" Her words made Edo Gray shiver, despite him already wearing layers upon layers of clothes.

"Do we even stand a chance, is the question…" He mutters. Lucy Ashley sighs a little upon sensing the mood of the guild. It looked like the majority was either indecisive about their decision to chase down and join in against the fight, or wanted to avoid any conflict at all.

After a few moments, Edo Droy walks up and raises an arm in starting of a petition or vote. "Well, let's start with this then; I propose that we wait until all of this conflict is done with, yeah?"

"By the time it's done and done, both sides will be tired out, and unable to resist against us by the time we get there!" He finishes his proposal. Taking a look around, there seemed to be a few members who agreed with his idea, with Edo Cana walking up to confirm her own thoughts. "Surely, that is a sound plan. In other words, the usage of opportunity for our own benefit, yes."

"…That, or we can ally with the Kingdom." Edo Juvia suggests instead. Edo Wendy glares at the pale skinned woman. "…I _would_ say that it would be a good opportunity to get back with the Kingdom and possibly make them owe us, but you know as well as I do that we hate them more than that."

"…Is it because of Omni-san?" Edo Juvia replies. "Sure, they might've dealt a grave blow to your emotional side of conditions, but think of the guild's whole stand."

"Yes, that's _precisely_ what I mean." Edo Wendy grunts. "Who do you think is the reason why we were able to survive for so long after the Kingdom's initial attack on the guilds of Edolas? It was Omni that allowed us to survive, at the cost of his own imprisonment for covering our escape!" She barked.

"But Juvia-chan's plan is solid, Wendy-san! Come on!" Edo Gray whines. The two blue heads sweat drop at the ice man's remark.

Lucy Ashley furrows her brows. "… I'm starting to think that the Earthland Fairy Tail has things more under control than we do…" She mumbles. She then shakes that thought out of her mind.

"Anyhow, that idea won't work, Juvia." She starts. The others look up once again as she starts to speak once more. "We all know that the Kingdom isn't the type of group to lack in power. The one thing they're not, is _weak_."

"…I agree." Lisanna speaks up. "I think that if anything, it'll only worsen our relationship with the Kingdom in the long run." Edo Lucy and Wendy nod at this.

"Yeah, and Droy, your plan wouldn't work either." Lucy adds on. "After the Kingdom takes care of the Exceeds and our Earthland friends, they'll most definitely move onto their next plan of action."

"And what's that?" Jet asks with curiosity. Lucy Ashley grimaces.

 _"The Kingdom will suppress anyone who dares try to resist against them, and this country will fall into a new dark age… Our one opening will be lost if we do so!"_

"…Meaning we have no time to be dawdling with the skewed relationship between Humans and Exceeds." Edo Wendy surmises.

Everyone goes silent once more, until Edo Alzack sighs.

"Well, if I have to be frank with you all, as long as I can be with Sis, it doesn't really matter. I'll be happy regardless." He admits. Edo Bisca smiles. "Yeah, what's the point in putting ourselves in danger…?"

"Oh come on! What kind of spineless wimps are ya?!" Lucy Ashley barks. "Don't you get it? Once the Kingdom's done hunting down the Exceeds, we're next! We're the last part of the thorn in their side for crying out loud!"

"Well, we all know that, Lucy…" Mira replies with a disheartened tone.

"No matter what you try to say, you have to admit that we don't really stand a chance against the fearsome power of the Kingdom." Edo Cana adds on. Edo Levy glances back from her machine.

"…And out here, we only got enough juice to transfer once more. Fairy Tail here doesn't really have the magic power to do much." She explains. "If we're really going to do this, we won't be able to pull out if we do."

Lucy Ashley closes her eyes, and takes a deep breath. "…Then I want to say one more thing." She then opens her eyes.

"As of now, the Earthland Fairy Tail is fighting against the Kingdom! Earthland Natsu, Gray, me, and everyone else! Even the kid related to Omni!" She starts once more. "We're the only ones who can stand up to the Kingdom now! If we all work together, we can win this!"

 **"AND YOU KNOW WHY?! IT'S BECAUSE WE'RE GODDAMN FAIRY TAIL WIZARDS, THAT'S WHY!"**

At that point, everyone's heads twitched up. "…Yeah." A member started. "We can do this!" Some of them started to chatter, and that chatter started to turn into cheering.

Levy grins. "Ya got them to start, Lucy…" More and more of the members started to get encouraged by her words about comradery and teamwork. If the point of a guild was to stay true to your people, then that was what they're going to do.

Droy and Jet sigh, before smiling. "…Sheesh, ya really know how to convince us, huh?" The plant mage counterpart then turns to Levy. "Levy, fire the transfer up!"

"I got it!" The mechanic snorts as she begins the process. Pulling all the levers, the warping machine starts to boot up. "Initiating transfer process! Hold up guys, we're going!"

Edo Wendy smiles, and then goes into her pocket. Taking out a photo of her and Omni, she hugs it dearly as she and the others start to go into a nearby shack. Some of the members actually gulped upon approaching it.

"…I guess we're going to use _those_ , right?" Edo Alzack blinks with a nervous smile.

"…Yeah, let's show them what we can do with the things that he said to use _**only**_ in a dramatic revolution. Or… something like that, right?" Edo Gray shrugs. Opening the door, everyone's eyes widen at the supposed marvelous sighting…

* * *

 **…**

"GAH! Ma leg!" Natsu croaks as he slams against the ground in an awkward positioning. Said leg was momentarily dislocated, but he quickly snapped it back into place, though it didn't help that the sound of snapping the joint back into place made a sound that didn't sound all that pleasant.

"This freaking thing's hard as crap, what the hell!" Gajeel clenches his fist. His hand that was recently a club was a bit numb from its attempt at slamming against the blackened Dragon Armor.

"All that magic power that it's absorbing into itself has enhanced it to such high levels of power…" Wendy analyzes. As she skids back to the other two using the Omni-Tool, Faust chuckles lightly.

 _ **"** ** _I'd i_ magine so!" **_He starts. _**"This is the power of the Dorma Anim:**_ **Black Sky!"**

This was a powered up version of the Dorma Anim. By utilizing its ability to gather magic power from the environment, it gains an extraordinary increase to its power, weapon artillery, and to one more, and possibly important factor.

Speed. And a lot of it.

And not just that. Not only did it affect the coloration of the Dragon Armor, it gave it a new shape. From a hunching Dragon's normal appearance, this enhanced version allowed it to stand like a proper Dragon Knight per say, with a more humanoid way of doing so. It also constructed wrist mounted sword blades on both arms. All across its body were dark red lines of circuitry, similar to Galvanic Mechamorphs.

Natsu coughs, and then stands up with a glaring expression on his face. "Yeah, the power of all the magic that _you're_ hoarding! Everyone else in this world is suffering from the lack of magic power, while the king himself has plenty of it all for himself…"

 _ **"** ** _You_ say that, but it's only natural for the people to relay taxes to their king! And besides, that's the thing about the Dorma Anim!"**_ Faust responds with a smug smile.

 _ **"** ** _Bec_ ause Dorma Anim is constantly absorbing magic power from the entire world, that's what makes it the ultimate magical weapon, even if it does make it a forbidden one at that. Once this great machine is activated, I have a duty to win in whatever conflict that I'm currently fighting against, for the sake of the world!"**_ He dares say. Natsu responds with several veins popping onto his forehead in annoyance.

"The world?! Don't make me laugh!" Wendy barks, surprising both of the Dragon Slayers next to her. Gajeel growls. "What she said! All you're doin' is stealing magic for yourself, you cowardly old man!"

"You're stealing a major source of national culture, you old swine! It's a way that people live, so you can't horde it all for yourself! All the living beings are affected because of that, and for that…" Natsu stands ups, with Wendy and Gajeel doing the same.

 **"We will defeat you!"**

Faust stares at the three, sighing for a bit. _**"You fools…"**_ Shaking his head, he grins menacingly as the Dorma Anim's eyes shine with a blood red color.

 _ **"** ** _IF T_ HAT'S HOW YOU WANT TO PLAY, THEN I'LL CRUSH YOU HERE AND NOW!"**_

The Dorma Anim crouches down, and cradles itself into a tight sphere. Natsu and the others blink in confusion as another egg like shell starts to form around the Armor. Layers of demonic red shelling start to surround the humungous creature as the ground starts to shake immensely.

"W-What's going on?!" Gajeel stumbles and falls to a knee. Wendy leans against a piece of large rubble as she starts to sniff the air. "The air…something's starting to happen to it!"

"What the hell's this eerie feeling… It feels like it's gaining even more power than ever! Is he trying to destroy the world or something?" Natsu grunts as he steps back in worry.

 _ **"** ** _Not_ destroy, but rebuild! This is the starting of a revolutionary era!"**_

As Faust says that, the red shelling starts to finish up, with veins of red starting to encapsulate it and crack the egg like structure. A wave of energy flies out of the first opening, causing a devastating shockwave to hit the trio. As they recover from it, more and more of the covering starts to crack off, with the first thing the three notice were a pair of feral looking bloodshot eyes peeking out from the shadowy layer.

"…Here it comes." Wendy gulps.

Immediately as she says that, the first thing that comes crashing out is a gigantic right arm. It had metallic black armor on its forearm, and its underside was grey with glowing lines of red streaming across it. Its elbow was full of red energy that shine horrendously as the left arm comes out.

Then, the next were the legs and tail. They came crashing out, slamming against the floor with an earthshattering screech. The feet were draconic, while the upper legs were humanoid, with black armored plating surrounding it. Like the rest of its body, red lines glowed across its entire structure.

"…Is it me, or did it also grow in size as well?" Gajeel squints his eyes a little.

As he notes that, the next part that came out was its tail. It was covered in black armored plating, and had a several large mace spheres on its end. Each one of them had streaks of glowing red that made Wendy shiver.

 _ **"** ** _B_ ehold…"**_

The final parts that then came out were the torso and head. An initial layer of grey armor was located on the underside, which was then notably covered up by a thick layer of jet-black chest plate. The middle of the chest contained an emblem with the symbol of the Kingdom. Dorma Anim's head was more armored, resembling a sleek draconic helmet.

" _ **This is the full power of the Dorma Anim!"**_

" _ **Awaken,**_ **Colossus Driver** _ **!"**_

Then…all was released. Dorma Anim's shell shattered away, leaving its complete form revealed for everyone to witness. Natsu gritted his teeth upon sensing the abnormal amount of power radiating off from this devastating piece of technology as Faust looks down.

 _ **"** ** _Pre_ pare yourselves for the twilight of humanity!" **_The old man yells as Dorma Anim clenches its fists, opening its chest emblem to reveal a giant cannon. From the top of its shoulders, its jet black pauldrons opened up to reveal two orbs of red that glowed. Opening its mouth once more, instead of a cannon, it was more of an actual mouth that had actually begun to form a red laser.

"Crap, what do we do now?" Gajeel grumbles. Wendy falls to her knees in fear as Natsu hopelessly looks up.

 **"Don't give up. We can still win this!"**

Looking up, Wendy and the others watch as a familiar squawking alien flies down in front of them. Faust laughs at this as he continues to charge his attack. _**"And what's this? What can you do against me?!"**_

"Anything up your sleeve Ben? Cause we can _really_ use it right about now!" Natsu turns to him as Astrodactyl reverts back to Ben. The green eyed youth winks back to him as he activates the Omnitrix.

"Yeah, I got something, but step back! This is going to get big!" He glares at Faust as he finishes selecting his alien. He then mumbles to the Omnitrix. _"You give me Wildmutt, and you're dead meat…!"_

Slamming the core down, all of a sudden a blinding emerald flash covered the area. What everyone noticed though, was that this flash was significantly larger than the rest of his transformations, even more so than Humungousaur, meaning that this was something even larger than something Ben transformed usually into. As the light faded away, the first thing they noticed that the area around them was darker, and for a good reason.

A dark shadow casted over the area, and as they looked up, Natsu and Gajeel's jaws dropped, while Wendy merely stared with an agape mouth, clearly full of shock on her face. Even Faust was astonished by this transformation.

Landing on the floor with a ground shaking rumble, the giant white and red alien appeared with his arms in a familiar positioning.

 **"Way Big!"** The To'kustar's voice echoed loudly, expanding upon miles in the distance as his arms start to generate a pale green light.

"Now excuse me for language of all things… BUT WHAT THE FUCK?!" Gajeel stands up. "Since when can the kid turn into that?!"

"Yeah?! Why didn't he tell any of us that he could turn into that guy before?" Natsu was now a mixture of awe and shock, but mostly awe. Wendy briefly broke her shock to retort against Natsu.

"Probably because it could cause undesirable amounts of collateral damage…" She replies, before resuming her shocked reaction.

 _ **"** ** _You_ scum! You can presto change-o all you want! I'll still crush you like a bug!" **_ Faust growls as the Dorma Anim finally releases its convulsing beams. All four combined into one as Way Big's spark of energy is released in the form of a giant green beam of cosmic energy.

Both the cosmic and magical beams collide, with sparks of red and green breaking off out into the environment. The resulting clash of energy formed a large spiking sphere of bright yellow energy in between the two as rubble started to blast away from the surges of energy, with them growing in size as time passed by.

While the Dorma Anim's power wasn't quite on par with the Jupiter Cannon's might, Way Big still had to put quite the effort into regulating the balance between the two beams of power. As it continued on though, it was then that Faust actually started to put more power into the attack.

 _ **"** ** _Gr_ r… Die, you scum! Die like the rest of these insignificant Dragon Slayers!" **_He roars as the orbs glow, adding more power to the beam attack. Way Big gasps as he starts to slow skid back.

"Ben!" Wendy shouts in worry. The To'kustar takes a moment to regain his footing, before grunting. "Fine then! Guess I'll have to put this thing into submission!"

Changing his arms from his initial pose to an X-shaped pattern, adding more power to his own beam. The conflict between the two beams started to get so intense, that after a while, the ball of energy blew up, blowing the two giants away to the ends of the colosseum.

 _ **"** ** _Ga_ aah…!" **_Both Way Big and Faust wince as they collide into the stone structure, and even that collision gave way to a slight shockwave. The dust clouds from their collisions into the opposite sides finally subsided after some moments later, leaving the Dragon Slayer trio to watch as Way Big and Dorma Anim rushed to the middle to fight.

Swinging a punch, Way Big blocks the swing by raising his arms to his side, grabbing the arm and beginning to use his other to attempt a punch of his own. The sheer size of the two titans seemed slow to everyone else's eyes, but they could all tell that every one of their strikes were packed full of power.

"Haa!" Slugging the Dorma Anim in the face, Faust growls as he tries to open up his chest laser. Before it could fire though, Way Big quickly swings to his side as begins to swing him around.

 _ **"** ** _W_ hy you little…!" **_By now, Way Big had gone in a loop, and Dorma Anim's feet were starting to lift off from the ground. The swirling motion started to build up quite the momentum as the trio watched the To'kustar flung it towards the other side, crashing through the thick structure.

"Remind me never to make him angry." Natsu blankly says as Way Big stops spinning. "Cause I might actually die if I do so."

As the rumble started to fall down onto Faust, it only continued to irritate him even more as the Dorma Anim rose once more. Blasting away all of the debris around him, both the pilot and the machine gave death glares to the white and red alien in front of them.

 _ **"** ** _I_ have had it with these monstrous fighting aliens, in this Monday to Friday timeline! Why the hell do you people keep getting in my way?!"**_

"Because you're acting like a dictator that's lusting over in power?" Way Big answers rhetorically. Natsu actually contemplates on this answer, causing Wendy to sigh a little as Faust charges once more in rage.

"Whelp, round two, I guess…?" Gajeel mutters. At this point, he didn't have a clue how this was going to end…

* * *

Okay then, how was that?! Well, at least this chapter's done!

Say, did anyone watch the Fairy Tail movie yet? I didn't do so at the moment, so how was it?

Anyhow, back on track. Regarding making another OC alien, I may or may not add it. Some people reminded me of the nostalgia of the Battle Network/Starforce Megaman games, but some don't want it. Well, I could twist the story a bit to add those necessary elements, but we'll see how this goes on.

So, the next chapter will probably come up in 2 weeks? I have finals next week, and that'll finally be it for me for this semester! I have one multiple choice final, so that'll be a breeze to complete (of course who says I can't cheat on that shit, some did so with a fucking laptop on their desk). And another one too.

Winter Break is coming up for me, so here's to some more chapters during that time hopefully! Oh, and congrats to Zelda for winning the Game of the Year! I know some people are salty about Persona and PUBG, but I probably think that it was going to get it regardless. Well, at least Nier got the award for best music/sound.

Ahem. So, without any further ado, I'll see all of you lovely people in the next chapter! A **monstrous** thanks to over 1000 reviews, over 330 favorites and follows, and over **162,000** views! We broke the 350k word wall! Thanks so much everyone!


	44. End of an Era (Edolas Part 6)

**IT'S GOOD TO BE HOME!**

 **WELCOME TO A BRAND NEW YEAR EVERYONE!**

But seriously, I miss home lol. I love it here, and not just for the Christmas celebrations and other whatnots that have been happening around here. It's just…better. Anyhow!

Welcome back to the Null Fairy everyone! Since I didn't get any notifications of failure, that means I'm all good! School aside, the story's proceeding nicely upon the factor of others becoming interested so much, that I or someone else should make a reading fic for this story!

Anyhow, let's see what you guys have to say!

 **Nexus240:** Hope you get on that story of yours! For my weapon of choice, I'd go with tonfas! Although it's hell as hell late to do a Christmas Special, I'll still take some of those ideas from that to implement to the story. Plumber tech is strange lol, and it kinda does make sense to give the key to Lucy, now that I think about it.

 **Sean Bruce:** Here we go! I'm write in the mood for writing, so please, let's compile all of these ideas together!

 **Dragon Storm:** Thanks for your concern buddy. Regarding Mest; he's still slightly essential to the plot of that Arc, so he _is_ going to be in it, but obviously not as Wendy's partner. Making a team name could be fun, I wonder what it could be though.

 **Mega float guest:** I mean, Erza's already kinda yandere-ish for some characters, but I get whatcha mean lol.

 **TheAdmiralKJ12:** Alien X _will_ appear in this story, as I said. All canon aliens will appear in this story at least once, with the inclusion of alien forms made from canon species of the Ben 10 Universe.

About the Dragon form, sorry, but I kiiiinda wanna save it for the Tenrou Island Arc, Dragon vs. Dragon ya know, or at least some attempt at that. I _have_ decided on the name and its abilities, but I'll be saving that until I introduce it in the story. He he.

Anyhow, that's all we have for now! Happy New Years everyone! Keep your new resolutions in check, and have some fun! Now, onto the reading!

As always, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading to you all! Thank you all for over **175,000** views!

* * *

 **Chapter 44** **:** _End of an Era (Edolas Part 6)_

 **"Get a load of this!"**

Swirling a sphere of energy in his palms, the Dorma Anim quickly throws it at Way Big. Wendy noticed that his eyes popped out slightly from the sheer size of it, but the giant alien quickly responded by getting into a receiving position.

"Don't wanna touch that!" He yells as he clasps is hands in front of himself, with his thumbs together, side-by-side. As the sphere collides into the platform he made, it grinded against his arms for a moment. Grunting, Way Big knocks it up into the sky, in which it exploded shortly after getting into the air.

"Now then, why don't we get a little up close and personal, aye?" Rushing up to Dorma Anim, Faust gasps as the white and red alien slugs the armor's face, and quickly responds with a sucker punch to the gut.

 **"You scum!"** Faust was starting to get annoyed by this kind of situation. **"How long will you keep this fruitless effort in motion?!"**

"As long as I can. _Well, if I can't beat you, until the Omnitrix powers down, I guess_." He responds, mumbling that last part. As he blocks with his arms from another slash, he skids back a few dozen meters.

 **"Then how do you like it when I target your pathetic allies then?!"** As he says that, Way Big gasps as Dorma Anim aims one of its palms at the Dragon Slayer trio. He quickly began to charge up, forcing the To'kustar to respond by blocking the incoming sphere.

"Ow!" Kneeling in front of Wendy and the others, he quickly cradled them in a dome made from his body, taking the full brunt of the attack on his back. After a gritting growl from the blast, Way Big stood back up, glaring at the dragon armor.

"How _dare_ you!" After letting out a scream that pretty much sounded like a roar, he quickly rushed towards the Dorma Anim by jumping into the air. Before Faust could respond, the giant alien literally drop kicked the giant in the torso, causing the old man to wince. It wasn't long until he fell to the ground and began to skid across the floor.

"Did he just drop kick him? That's so cool!" Natsu roars in respect. "Give him anotha', Ben!"

And that he did. Jumping on top of the armor, Way Big starts to hammer his fists down onto the chest of the armor in an aggressive manner. As he does so, Wendy glanced up, wondering what was happening in the other battlefields…

* * *

 **…**

"And to think… _Eye_ was getting sick of the lack of fighting!"

Omni slugs a soldier in the face with one of his fists as Eye Guy. Omni Eye Guy was a bit taller, had a more muscular build, and had a few more eyes on his body compared to Earthland Eye Guy.

"Ya think?!" Gray barks as he activates a magic circle. _**"Ice Make: Ice Wave!"**_

Slamming his palms into the ground, a wave of ice shards spike out, damaging a row of soldiers in front of him. As he stands up, the ice mage starts to pant a little. "How many of these guys are there?!"

"It's not the amount of them, it's the freaking durability of their armor!" Lucy barks as she takes a key out. "We gotta hit them harder!"

 _ **"** **Open, Gate of the Lion!"**_ Swiping Loki's key, the orange haired spirit appears in a flash of yellow light. "Loki, if you'd mind!"

"I gotcha, love!" Loki pushes his glasses up, but not before noticing Omni Eye Guy. "Oh, hey Ben! How's it holding up?" Eye Guy's eyes glance at him in a confused matter. "Oh, are you a friend of Ben's?"

"Huh?" The lion spirit blinked in confusion. Omni Eye Guy quickly looks away. "Well, _eye'll_ explain later. For now, let's fight these soldiers!"

Raising an eyebrow, Loki quickly redirects his attention to a large group of soldiers around him and Lucy. "Well, let's start then!" Aiming his forearm out, a golden circle quickly materializes.

 _ **"** ** _R_ egulus Wave!" **_Blasting out several lion heads made of magic, they spread out through a cone like arc, slamming away against the rows of knights in front of them. The few that managed to dodge the attack were quickly taken down by Lucy, who used her whip to smack them on the noggin.

"Ah, I see you got the whip from Virgo!" Loki yells as he kicks away a soldier behind Lucy. The blonde smirks, before cracking it against the side of another guard.

"It's pretty great, this _Fleuve d'étoiles_!" She states. The whip was one gifted by Virgo. When in use, a jet of flowing water was created from the handle, which remained compact, and twists and moves as if it were the rope on an actual whip.

"Well, stop talking, and get to fighting would ya?!" Gray barks again as he slams an elbow in a guard's helmet, before punching him away. "Oi, you alright, bunny girl?!"

"My name is Coco, Mr. Stripper!" The girl huffs as she jumps onto the face of a guard that was about to stab Gray in the back. Landing on the ground, she slides in front of the guard and kicks him up into the air. To finish the combo, one of Omni's eyes blasts him away with a green beam.

"M-Mr. Stripper…" Gray sweat drops. Omni Eye Guy shrugs. "You ought to learn from your counterpart, even if he does put on too many layers."

As they continued to fight though, more and more soldiers just kept on coming. It was beginning to tire out the group, and the first to fall was Coco, who got kicked away by a spear soldier. Slamming her back into a tree, she winces in pain as she holds onto an injured shoulder.

"Coco!" Omni yells as he slams his dial. Flashing green, some of the guards covered their eyes, before getting smacked away by crystal fists. Coming out from a group of guards, Omni Diamondhead rushes forth to blast the guard who was in front of Coco with crystal shards.

Omni Diamondhead wore a black jumpsuit with a large green stripe, while the rest were black. The crystals on his back were longer, and his eyes were green. He wore his Omnitrix dial on a belt around his waist.

"Omni-san!" Coco smiles in relief. However, Diamondhead quickly turned around in response to hearing Gray and Loki getting blasted away. Catching them in his arms, he glares a little at the ever growing army in front of them.

"Hmm, well this is a predicament… Now then, I hope you're willing to answer that good feeling I had at first, Universe…" He mutters as he looks into the sky. And just as he says that, a green tree literally zips into existence, landing in front of the two groups.

"…I believe it was _"my faith in the order of the Universe, is restored"_ , right Rook?" Diamondhead smirks upon looking at the familiar looking symbol hanging from an orange banner. "Well, let's make the entrance a welcoming one!"

Letting the two down, he presses his Omnitrix dial down once more. A brief flash replaces him with Clockwork. Omni Clockwork was a bit larger, and wore a black and green shirt.

"Overtime!" Clockwork yells as he fires a large green beam at the crowd. As it sprays over the entire crowd, they become surrounded by an aura of green energy, before becoming monochrome.

Placing his hands on his hips in a satisfied matter, he turns around to face the guild. "Okay guys, get ready for round two!"

"Geh… Round…two?" Gray croaks as his body throbs. As he and Loki get up, Lucy whimpers as she and Coco stand. "What do you…mean? Oh."

Lucy opens her eyes, only to finally notice the Edolas Fairy Tail guild hall right in front of them. "Huh, I didn't even notice that it dropped in, with all that commotion going on."

As everyone turns towards the guild's doors, Edolas Droy slams out with a giant black club with glowing green stripes of light. "GRAAAAAAAAAAA! Where are ya, ya damn Royal Army pansies?!" He yells valiantly as he begins to swing around.

"Ah, Droy." Clockwork calls out to his fellow guild mate. Droy stops, and turns towards the calling of his name. "Eh…?"

Soon, more and more members start to run out, with each reacting in the same way as Droy as Clockwork calls out the name of every one that comes out. And then, finally…

"Hey, what's all the lack of commotion?!" Lucy Ashley barks as she walks out. As she whips a black and green whip, she notices everyone staring at the metal alien in front of them. "Oh, that's what…"

"Hey, Lucy!" Clockwork waves forward. As he notices the last person coming out, he was about to call her out, but suddenly, with the sniff of the air…

 _"…He's here."_

Clockwork immediately stopped, and actually gulped in nervousness. Edolas Wendy slowly turns her eyes towards the robotic alien with…fierce, and possibly possessed eyes. Her eyes were blank, and once she locked them with him…

"…Uh oh." Loki slips out as she charges out towards Clockwork. Before the time alien could react, she slams her weapons against his face, knocking him down to the ground. Her weapons were revealed to be black and green gauntlets, with tonfa clubs on the side of the forearms. She then cradles her fists together and slams them down onto the Omnitrix dial, forcing Clockwork to transform back into Omni. A green flash forces everyone else to cover their eyes as the robot alien reverts back to a human.

Omni chuckles nervously, before opening an eye in slight fear. Edolas Wendy was practically straddling him as her pupils go back to normal, and a slight blush forming onto her face.

 **"…Hey, Wendy. I'm back."**

She stares at him for a little, before bashfully beating his chest in embarrassment. "You big dummy… You've been gone for too long." Tearing up a little, she lays her face into his chest, snuggling a little while Omni smirks in response.

"Yeah, it's been a while." He chuckles while stroking her hair. "But the time for reunions is coming short. Right now, we need to focus on these knuckleheads."

Sitting up while holding her in an arm, he points to behind them. The rest of the guild turns to see the frozen in time army. Edolas Wakaba blinks, before wiping his eyes in confusion. "Hey, why're they stuck for?"

"I froze them in time, just before they were going to initiate in their last strike. However, it's not going to last, and there's a lot of then." Standing up, Omni and Edolas Wendy turn to their guildmates. "Why don't we finish these guys off?"

Everyone glances to one another. Smirks and cheers in unison were heard as they all prep their weapons, which were all created by Omni. The black and green designs glowed throughout the crowd. There were scythes, swords, gauntlets, all sorts of weapons for every single Fairy Tail member's preference. Lucy Ashley smirks as she cracks her energy whip on the ground. Raising her arm into the air, she inhales, and shouts loudly as the frozen army starts to twitch back into existence.

 **"FAIRY TAIL, CHAAAAAAAAAAAAARGE!"**

Roaring that encouraging line, all the members of Fairy Tail shout as one as the army comes back from its frozen prison. As they snap back into their consciousness, they immediately notice the hoard of Fairy Tail members coming out.

"What the?! Where did all of these bandits come from?!" One yells in confusion as he tries to block attacks from Edolas Droy. He grins as he breaks his spear in two.

"We came from the shadows, to put an end to all of this!" He roars as he smacks his helmet, shattering it. The soldier falls to the floor, fainting from the shock of his armor breaking.

Several more fights were now starting to take place, which gave the Earthland Fairy Tail members a breather. Cracking his knuckles, Omni activates his Omnitrix. Edolas Wendy grins savagely as she pumps her fists together.

"Shall we?" Omni glances towards his fiancé. Giving him a smug smile, he smiles in response, finishing the selection of his alien. Moments after the core pops out, he slams it down, creating a brilliant flash of green. As it dimmed, she blinks in wonder, before rushing off to find prey of her own.

"Time to settle this!" A familiar sounding red alien shouts. Omni Four Arms jumps out into the battlefield, yelling loudly as he prepares to claps his hands together for a sonic wave.

Omni Four Arms was taller and bulkier than Earth Four Arms. His eyes were green, and he wore a black and green jumpsuit. Wearing a green chest plate, each of his four hands had black, fingerless gloves with green cuffs. His shoulders had black pauldrons with green stripes, and he also had green kneepads.

Edolas Natsu shrieks. "Ah! He's doing the thing! Get down!" He whimpers as he stop, drops, and rolls. Several other members also get down as Four Arms prepares to finish his attack, slapping his four hands together. A gigantic sonic wave blasts off in an arc, pushing away a row of soldiers. Edolas Wendy licks her lips as she slams her tonfa gauntlets behind the head of a soldier that was going to stab the older Tetramand in the back.

"Gotten a little rusty, have ya?" She playfully nudges him the back. Four Arms shrugs with his top arms. "Hey, I haven't fought in a while. Cut me some slack would ya?"

Both of the Grays sigh. "Enough bantering, would ya?!" They then look at each other in confusion and curiosity.

"Why are you so bundled up for?"

"Why are _you_ half naked for?"

Lucy Ashley slaps them both in the back of the head, growling in response. "More fighting, less talking! We can settle all of this bull crap later!" Both of them whimper as they run along to fight some more soldiers.

"Heh, it feels good to be back." Four Arms smiles as he slams a fist into the face of a nearby soldier. Noticing an alarm group of soldiers gathering up, he whistles. "Wendy! _Grand Slam_!"

"I got it!" Running towards the red alien, he brings down two arms. As she steps on them, he throws her up into the air. Performing several twirls in the air, as she starts to fall down towards the middle of the crowd, she grins.

"Eat shit, Royal studs!" She yells as she crashes down into the ground, causing a gigantic crater to surface up, while pulverizing several large pieces of rubble into the outward area. Dozens of soldiers scream in pain as they either get blown away by the shockwaves, or get slammed against by the debris flying around. Edolas Mira giggles.

"My my, she sure is feeling more bloodthirsty then ever!" Edolas Elfman and Natsu Dragion shiver a little in fear. "I hate to be those guys right now…"

"Meeting back with Omni-san seems to be the trigger. Oh, how I love the sight of love being expressed in so many different ways!" Edolas Cana giggles as she whacks away a soldier with a black and green umbrella…

* * *

 **…**

 **"SCARLEEEEEEET!"**

"I daresay that this situation is becoming steadily dangerous, Knightwalker!" Erza S. notes as she does a backflip. Her body flashes once more as she prepares another Re-quip.

As it dims out, Knightwalker stands a fair distance away in regard to not seeing this new armor.

This armor was mainly composed of orange and yellow leather-like material, which is sported in the form of several orange wing-shaped pauldrons that covered her shoulders and waist. The shoulder pauldrons seemed to had wing like extension, and her waist pauldrons were held by a purple belt.

Scarlet donned a one piece suit of gray, and had metal arm guards along with large bolded knee guards that covered up to her calves. She wore a skirt made of silver chainmail, and her hair was tied into two tangled buns. To accompany this armor set were two one handed swords.

 _"Morning Star Armor!"_ She yells as she rushes off to meet her counterpart. Knightwalker glares at the redhead as her spearhead glows. A moment later, the tip transformed from its default form.

Possessing a triangular-shaped blade with two curvy, yellow lines located at the center, the red edges of the spear started out wavy, but straightened up around the middle section of the spear-head to form a sharp point. The red triangular-shaped blade was being supported by an invert diamond-like shape, which surrounds a light, silver color and a much darker shade at the center.

 _ **"** ** _Ex_ plosion!"**_

 _ **"** ** _P_ hoton Slicer!"**_

Bringing her swords together, an energy blast fires off from their tips. Erza Knightwalker yells her attack as she slams the spearhead into the blast, countering the attack with a moderate explosion that cancels out the energy projectile. The resulting shockwaves push back both fighters, leaving a mild crater between them.

"Scarlet…" Both of the Erzas pant heavily as land on the ground. Scarlet breathes in, before speaking in response. "I guess we're still even, regardless of the situation."

"Even…? I don't believe so." Knightwalker's spear begins to glow. "I've only shown you nine forms of the Ten Commandments! Let me show you the _tenth_!"

"Tenth?!" Scarlet's eyes widen slightly as bright rays of light start to scatter off from the Ten Commandments' spearhead, soon receding as the tenth form emerges.

"Behold! The Holy Lance, **Ravelt**!" She smirks confidently as she points her weapon towards her. "A lance created by Edolas' greatest blacksmith, Scarlet!"

"This weapon brings absolute destruction to wherever it touches! How will you fare against this!?" Taunting her foe, Erza Scarlet actually smirks, before enveloping her body in another flash of light.

"Then I shall respond to your power accordingly!" She replies. This Re-quip clearly had more power than the rest of her typical armors, as evidenced by the pillars of light that showered the surrounding area as her armor set summons itself onto her body.

Slamming a fist into the ground, the light shatters, revealing Erza S. in all of her glory. Knightwalker could very well tell the power that dwelled within this set of armor.

"Then, to bestow the fitting equivalent of that lance, I summon this powerful set of armor: the **Armadura Fairy**!" Standing up, she opens up two magic circles, each granting her a one-handed sword that had wing hilted designs, with the Fairy Tail logo sported in a gem.

This set of armor was dual toned, and consisted of a pink chestplate that was aligned to the collar, two pink pauldrons with wing like plates on top. Her gauntlets envelop her arms completely, displaying scale like features on the forearmed parts.

On her waist was a tasset, with a brown leather-guard separating it from the breast plate. Pink greaves went up to her upper thighs, and also contained wing-like ornaments, and was the same for her knee guards and boots. Wearing a pink helmet with a visor resembling a falcon's beak, feather-shaped protrusions jutted out horizontally. Erza's hair was styled into a pair of braids that flowed down the back of her head.

"And I supposed I don't need to know why I think you're going to say it bears the name of your wretched guild." Erza Knightwalker grunts. "But I can assume that this is one of your most powerful armors, yes?"

"You are correct…" Both of the redheads take another stance, with Erza Knightwalker grinning.

"Is that so… Interesting! Have at me then!" Slamming the bottom of her lance into the ground, the tip begins to siphon a bright spark of pink energy. Erza S. does something similar. Combining her two swords together, they merged to form a great sword.

Charging energy into her blade, it began to manifest in the form of green electricity. It crackled against the floor, the area around the two beginning to rumble the very earth underneath them. A moment passed, and both of their weapons flashed with their respective colors, and at that moment…

The immediate second later, both warriors charged forth, their weapons brought to the front as the energy dispelled by them trailed back. Both Erzas shouted loudly as they started to get closer and closer, until they made contact. As soon as they touched, several sparks of energy bolted off from their collision, and it wasn't long until the very energy from their weapons exploded, blowing back both fighters, and even blowing up the very island they were on.

Slamming into multiple masses of debris, as the two redheads rattled through the air like rag dolls, they desperately tried to gain a stable footing. The first to do so was Erza Knightwalker, who used Ravelt to stab into a decently sized piece of the island that broke off. Stabbing into the piece of earth with her damaged spear, as soon as her feet got onto the falling piece of rock, Ravelt shattered into countless particles.

"My lance…" She stares at her broken weapon in shock. She then watches as Erza Scarlet arrives onto the same island.

Jumping off several pieces of nearby debris, Erza's Armadura Fairy armor started to rapidly break off from her body. Every movement broke a small piece of the now fragile piece of divine armor. By the time she finished scaling back to the nearby piece of rock that her counterpart laid on, the only remaining parts of her armor that seemed to be holding in place were her tasset, a gauntlet, and a single greave. Both of their outfits were pretty roughed regardless.

"My armor…" She clenches her fist, before sighing. "To think we could come to such a predicament like this. The very island itself falls to us, and we are both nearing our limits."

"Limits, huh? Then why don't we settle the final score, with all our remaining power then…" Erza Knightwalker actually suggests such an action, surprising the semi-armored fairy a little. "I think you have something else up your sleeve, do you not? We both know that we have something to keep up this fight."

Erza blinks in reluctant amusement, before smirking for a split second. "We really are our counterparts, aren't we?"

Both Erzas then grinned greedily as they stand up, with _both_ of their bodies flashing with green lights respectively. This was starting to turn into a rivalry battle, and not out of spite, but out of competition for the thrill of fighting. Not to say they didn't forget their objectives, but the current demand to fight blinded their egos for the time being.

The ground crackled, and eventually, the entire thing broke, leaving both fighters floating in the air as their forms revealed themselves. The very energy that surrounded them crumbled from the top down, phasing off in dazzles of light.

The first to do so was Erza Knightwalker. The first sound that blasted off from her area was that of the flapping of mechanical wings. Her armor set resembled a mixture between a Dragoon and a Valkyrie.

Wearing a black helmet, it had a green visor that covered her upper face, and had bat wing-like protrusions arcing back. Her chest plate had two layers, with an onyx black under-guard, and a gray plate that had glowing green lines on it. Wearing black gauntlets that completely enveloped her arms, her forearms were presented with sleek metal spikes. The palm of her gloves had glowing green circles.

Wearing a waist guard with a scale-like design, her greaves completely enveloped her lower legs, leaving only a smidgeon left to expose the thighs, which were covered up by a skin-tight black jumpsuit. From her back, her wings opened up, revealing a saucer of green circuitry which quickly closed up after relieving a whiff of steam. From the middle of her back, Erza Knightwalker took out a small cylinder, which extended into a full handle. The top quickly opened up, revealing a giant metal slab that opened up, revealing a contraption of a blade with a glowing green tip.

" _This_ is my most powerful armor, made by…Omni-niisama when he was controlled. But regardless, we shall prove who is stronger! My **Dragoon Helix Armor** , or your set!" Slashing the air, the Ten Commandments, or rather now, the _Eleven_ Commandments, roared off its sleek spearhead.

The now equipped redhead watched as Scarlet busted out from her materialized Re-quip. To her surprise, she noted it's…striking similarity in color and design.

Erza S.'s armor sported more of an attire prioritized on speed and attack, compared to the bulkier set that Knightwalker possessed. A grey gown was first revealed, wrapping itself onto Erza, with a hem around the upper neck area that was colored black and green. The bottom of the gown went down in an arc, flowing down to Erza's calves. Wearing a pair of knee-high greaves, the underlay bellowed a glowing green color. A two layered chest plate spawned onto the redhead as black and green shoulder-less sleeves appeared. A simple black tasset spawned with two slots, and Erza gained a sleek headdress with a light green visor alongside it. Her hair flowed freely in this armor.

To complete the set, an emerald light flashed from behind her back, spawning in a black booster-pack with green lines of light streaking through the auxiliary equipment. Two exhaust ports unleashed a steady flow of green energy, while four other parts seemed to be moving along independently. They resembled…cannon barrels and…swords?

"This set, as you may call it, was made by a similar individual, although I was reluctant in his agreement of doing so. However, I suppose this calls for the situation. Have at you, Knightwalker! Erza Scarlet and the **Luxacies Valkyrie** challenge you to a final showdown!"

Going to her right hip slot, a handle pops out. Grasping it, she surges magic energy through it, flickering a green magic circle that materializes a black blade with a glowing green edge.

Staring down at each other, the two armored warriors zoom off for a final confrontation…

* * *

 **…**

Way Big glances up towards the sky. As he dodges another slash from the Dorma Anim, he starts to notices a single trail of…light?

 _'Is that…magic?'_ If that was the case, then something was happening. It seemed to be something similar to the Anima Spell that brought him and others here to Edolas in the first place, but the effect…seemed to be the opposite in a way.

Faust growls, and jumps high into the air. The Dorma Anim's eyes glow as multiple slots on every part of its body open up. As it opens its mouth, dozens of hundreds of fire blasts started to rain down towards the colosseum battleground.

 _ **"** ** _Dr_ agon Rider's Etherion Mortar!"**_

"Oh truck." Way Big seemingly curses as he and the rest of the team watch as the scatter bomb of flames start to swarm down. Natsu reacts with shock like all the others for a moment, but upon taking a close look at the attack, his expression turns to a grin as he starts to climb up Way Big.

"Hey, Ben!" He yells as loud as he could. The To'kustar glances down at the pink haired mage that was currently climbing up his leg. "Throw me at those flames!"

His eyes widen in understanding. Taking Natsu into one of his palms, he hurriedly throws him high into the air, allowing the flame mage to instantly gobble up a gigantic flame bullet. As he finishes, Natsu grins as he glances towards another one.

"Now that's a tasty flame! Come on, my stomach's got tons of more room for all of ya!" He shouts as he throws his arms back, channeling flames from his palms for propulsion. Faust watches in growing anger as the pink head continues to devour more and more of the burning projectiles.

"Aw come on! Why is it always fire with this guy's attacks?" Gajeel grumbles as he stands up. As the Dorma Anim started to descend back down to the colosseum, he sighs. "Well, I _guess_ I can try doing that again…"

"Oi, kid!" He yells at Way Big. The To'kustar glances down at him. "When that metal hunk of junk comes down, throw me at it too would ya?!"

Way Big blinks. "…You're not going to…"

"Yep."

"You think you can chew into it?"

"If I bite harder than last time!"

Sighing, Way Big turns back towards the Mortar. Blasting the heaps of fire that Natsu was too far away to swallow up, they exploded in a grey mass of smoke. Wendy couldn't help but feel a little whimsy from this situation, but tried to help nonetheless. Spewing out Roars in places where Natsu was going to get slammed by the Dorma Anim, it forced the Dragon armor to dodge midair.

 **"Little brat!"** Faust yells as he aims the Dorma Anim's mouth cannon at her. Firing a volley of energy blasts, Way Big quickly dashed in front of her, swatting them away off onto another island, in which they promptly exploded. The red and white alien glares at him for a moment, before jumping up.

"I told you _not_ to hurt my friends!" He yells. Both he and the Dorma Anim rush into each other, with the armor trying to swipe at him with a punch. Blocking it with his left forearm, Way Big does a 180 spin and grabs its arm, hunching downwards and throwing the hulking piece down to earth.

Landing shortly after, Way Big drops to the ground and grabs its right arm once more, performing an arm-lock. Natsu shuddered a little, as it reminded him of something that Erza would do.

Gajeel was just about to open his mouth to complain, but he just sighs, and quickly runs toward the Dorma Anim's left leg instead, breathing in before doing a heavy chomp on its ankle. Sounds of crunching could be heard once more by Faust, who sweat dropped.

 **"Oh for the love of—Quit eating the Dorma Anim!"** Faust shouts comically as Gajeel rips off its foot. Chugging it down its throat, he grins as his magic starts to return. Slamming his fists into its leg, he jams both in place, preventing the Dorma Anim from jumping. Both Way Big and Gajeel turn to Natsu as he lands on the ground, as he finally finished all the flame attacks off.

"Natsu/Salamander! Finish him off!" They ordered him. The pink head smiles, and then turns to Wendy. "Wendy, lend me a Roar, would ya?"

 **"Grr…Let…go of me!"** Faust tries to struggle Way Big off his arm, but to no avail. He grins as he holds him in place.

"Good thing I learned this from Gwen…" He grunts. He then watches as Natsu jumps into the air. Wendy begins to breath in, and a moment later…

 _ **"** ** _Sk_ y Dragon's Roooooooaaaaaaar!" **_Releasing all the magic she had left, she blasted the flame mage at least a few hundred meters. Way Big would've whistled, but he was currently preoccupied with holding down Faust and the Dorma Anim.

Faust watches in horror as he sees Natsu fly into the space above him. As Wendy's Roar suffices, he floats the air and shortly begins to descend. Natsu twirls once, before engulfing himself in flames and starting to dive down like a meteor.

 **"** _ **Fire Dragon's…"**_ He starts. The flames surrounding him start to resemble into the shape of a vortex, with a flaming spearhead appearing on the bottom. As it forms up, he blasts forward with a gracious blood red burst of magic.

 **"N-No, stay back!"** Faust panics as he continues to struggle. Way Big and Gajeel pull back, restraining him as hard as they could as Natsu's attack finally comes to a conclusion.

 _ **" _V_ ortex… BLAAAAAAAAAAAADE!"**_

Crashing right through the Dorma Anim's chest, Faust eyes' widen in fear, but also…enlightenment?

 _"Is…this truly happening? Is what I'm seeing…a fantasy?"_

Penetrating the entire torso, Natsu gives the old man a hungry grin as he pulls him out from the control slot. However, the two start to notice that the Dorma Anim was starting to spark out of control, and was starting to become unstable.

Way Big in response quickly releases his hold on the Dorma Anim. As Gajeel let's go as well, the giant alien presses the Omnitrix dial on his chest, creating another flash of green that started to shrink down in size. Wendy and Natsu watch as the green light faded away to reveal Upgrade, who hugs and begins to merge with the Dorma Anim.

Faust watches in shock, but Natsu frowns in response. "Wait…"

"…What?" Gajeel grunts as he walks up to him. As Upgrade finishes with the merging process, Dorma Anim becomes a splatter of technorganic material, before slithering away from the group and building itself back into the Dragon Warrior structure that everyone knew. The only differences that it had now was that it was sleeker, was black and gray in color with streaks of green around various parts of his body, and his Omnitrix dial was located on the Dorma Anim's chest, replacing the previous emblem of the symbol of the Kingdom of Edolas.

"Hey, why didn't you just do that in the first place, Ben? Can't you take control of the things you merge with as Upgrade?" Natsu surprisingly points out a valid point, with Upgrade reacting with genuine shock for a second, before thinking about his words in detail.

After a moment, the upgraded Dorma Anim facepalms. "Riiiiight… Totally forgot about that…" He chuckles afterwards, with Wendy sighing a little.

"Well, at least it's finally over..." She then says with a tired smile.

However, as everyone starts to begin their ranting of celebrations, the entire island begins to rumble violently. Upgrade shrinks down to his normal size, and taps his Omnitrix dial, flashing back to Ben. He had various cuts on his clothes, and a bruise on his back from blocking the large attack from Faust at first. He wasn't as messed up as everyone else, but he was a bit fatigued to say the least.

Gajeel growls. "Ugh, reinforcements? I just used all of my magic holding that damn thing in the ground…"

"No, look up there!" Wendy squeaks as Ben tells her to look up. "The islands…!"

"They're falling down!" Natsu gasps. The reckless absorption of magic from the Dorma Anim was finally starting to take its toll on the surrounding area, but not just that...

Islands started colliding with one another, and it only served to build up more mayhem as the havoc continued to further damage the world. Ben looks around, his gut giving him a bad feeling about all of this. Turning to everyone, he quickly activates his Omnitrix again. Everyone turns to the flash of green that replaces him with Neurolizard.

"We gotta get back to the others. Let's go!" He yells as he starts to carry everyone with his telekinetic prowess. Surrounding auras of green start to envelop the Dragon Trio and Faust, with Natsu of course starting to feel the effects of this 'new' form of transportation. Faust was pretty much passed out by now however.

"Didja really have to do this…?" Natsu groans as they start to fly off the island they were on. Neurolizard ignores the comment as he begins to build up more speed…

* * *

 **…**

Around 30 mins beforehand, back with the Edolas Fairy Tail…

 **"Fire in the hole!"**

Natsu Dragion yells out as he flings a black sword with a glowing green hilt into a crowd of soldiers. The blade's shape begins to alter into a boomerang with green edges, and as it twirls towards the group, it begins to glow, eventually letting off a large explosion.

After the explosion occurs, small parts of the recently exploded boomerang start to fly out from the cloud of smoke, coming together to reform itself. As it flies back into his hand, the boomerang reverts to its sword form. Natsu Dragion looked pretty much equal to his counterpart in terms of expression by now.

"I didn't think he would revert back to his cocky nature when wielding a weapon…" Lisanna remarks as she jumps into the air, peeking a glance for a moment. Whipping out a rapier with a black blade and green tip, around the guard, a gray shroud snags off, launching itself towards a tree near a bunch of guards.

Wrapping itself around its trunk, the shroud begins to pull her towards it, allowing her to loop around and kick away a few guards in the back of their heads, knocking them out.

"And this weapon… It kinda reminds me of…what was it again? Nevermind." She thinks about the design for her sword for a moment, before joining off with some other members.

On another part of the island, Gray Surge, Edolas' Gray, joins up with his counterpart.

"Oi, there's guys behind us!" He yells. Gray Fullbuster quickly turns around and aims his palms at them. A bright blue magic circle flickers as mist begins to form up.

 _ **"** ** _Ic_ e Make: Icicle Spray!"**_ Out from the circle, hundreds of sharp ice blue icicles blast out, forcing the guards to attempt defensive maneuvers with their weapons. The ice projectiles were fast enough to stab into them, but it did deal a good amount of blunt damage to their armor.

"Why is it that you use ice magic, but you strip down like that, eh?" Gray S. cocks an eyebrow. Gray F. huffs. "Geh, old habit. How about you, look at that damn halberd you're using of all things!"

Gray Surge's weapon was a halberd with a long onyx black handle, and a giant black blade with a curved green edge. Its sleek edge screeched off as green flames scorched an area in front of him. The design of this weapon allowed the weapon to produce flames from the edge's ability to siphon the molecules of elements in the air. And although flames usually come in pigments of red or similar design, Omni made it so that it was capable of doing so, with inspiration from Eye Guy's Opticoid works.

Swinging it in a large arc once more, the halberd shoots out a beam of flames, blasting away a large tree. Proceeding to fall off, it trapped a large amount of soldiers.

Omni flashes back to his human form, and glances around the battlefield.

 _'Things are looking pretty good so far… Wait, what's that in the sky?'_ Squinting his eyes as he looks up, they widen once he sees the same flowing energy that Ben did. As the fighting continues onward, he starts to have some disturbed thoughts.

"…This isn't good. At this rate…" Mumbling to himself, he catches Neurolizard coming back towards him in the distance. The look on his face was proof enough that he was informed of the occurring situation.

As the Uxorite lands in front of him, he releases the four from his telekinetic grab, and Natsu instantly recovers. As Omni starts to walk towards them, Edolas Wendy follows through, and is revealed to be carrying Happy and Carla, who had appeared to suffer some sort of damage from all the mishap of the battle.

"Ben, you're back. I guess that means you guys won?" He glances down at Faust. Ben smiles for a moment. "I stole the Dorma Anim by using Upgrade!"

Omni blinks in surprise. _'Huh, thought only Ship could do that. Hmm, maybe I should try doing that once this is all… Eh, getting off track…'_ Shaking his head, he sighs. "Well, we'll discuss that later. You guys know what's starting to happen, right?"

"What do you mean?" Edolas Wendy asks as she lets the two cats down. Omni turns to her as Nuerolizard reverts back to Ben.

"…The particles of magic are starting to fade away. They seem to be seeping away from the literal environment itself, as if something's transporting it to another place." He reveals, giving off his presumption after. The blue haired woman gasps.

"Wait, what?! Our magic's disappearing?! That can't be!" She yells. Several other Fairy Tail members happened to overhear the chatter, reacting with similar looks on their faces. And even more.

"See, look." Omni slips his hand into a pocket, and takes out a small box. Not even a few seconds start to pass, and the same effect that the two Omnitrix wielders witness starts to occur on it as well.

"…It's seeping away…" Happy states as a faint strand of yellow energy starts to fly off from it. "The magic…"

The everlasting effect was starting to occur everywhere now. Lucy and some of the other Earth Fairy Tail members watch as both Edolas Fairies and Royal Guards witness magic seeping away from their weapons. Sweepings of agony, screams of terror, and many more negative sayings were heard as it continued on.

It was so bad, that the Royal Army literally ran away in fear. Gray F. and Lucy H. react positive to this initially, but the instant they turn around…

"Hey, we won! We did it guys!" He grins. He was expecting cheers, but the first noise he heard instead was the whimpering of his counterpart, shocking him a little.

"Oh Gooood! It's over!" He yelps as he drops to his knees, his weapon dropped to the floor next to him. Edolas Elfman simply stood in shock.

"Magic…disappearing. Can't…use…anymore?" He questions with a blank, but sorrowful face. Ben and the rest of the Earth Fairy Tail guild looked over in surprise at their suffering looks.

"We can't call ourselves a wizard's guild if we can't use magic!" Edolas Jet yells loudly. Lucy looks around, and gulps nervously.

"E-Everyone calm down! It's going to be fine!" She tries to calm the crowd down, but Lucy Ashley runs up to her face, her eyes actually excreting some tears.

"No, it's not! The magic power of this world is disappearing! It's all disappearing! What's gonna happen to our guild if we can't use magic?!" She cries out.

Natsu Dragion lays on the ground with despair in his eyes. "…We may have won the battle, but we lost the war in the end…"

"The most feared thing that none of us wanted… Juvia sees that now is the time that it is happening…" Edolas Juvia mumbles.

Omni grits his teeth a little. _'Guys… I guess I'll have to… But first.'_

"…Ben." He turns to his counterpart. The younger Tennyson glances towards him. "We need to secure the safety of the townsfolk, and investigate this matter."

"Yeah. This doesn't look natural. It's like the Anima that brought us here…"

"But in reverse, right?" Omni finishes. Ben nods, and Omni rubs his chin. "Then it could only mean…"

"That someone is using the Anima in a reverse state… But, who could it be?" Wendy M. wonders. Edolas Wendy sighs, scratching her head with her gauntlets.

"…Well, the King was the one who was thought to be the only one capable of using magic like that, but maybe there's someone else who could do it?" She guesses. That triggers a thought in both of the emerald eyed Fairies.

"Someone else… Then it must be…!" They both say at the same time. Turning towards the capital, both of them activate their Omnitrixes, each slamming their dials respectively, both of them transforming into Neurolizard.

"We need to go. Now!" Omni Neurolizard yells. Both of them start to carry off some surrounding Fairy Tail members, including the Dragon Trio, Happy and Carla, and some of the Fairy Tail members from Earthland.

"Hold onto your weapons, everyone!" He then orders as he starts to go off. Gray S. frowns. "But our weapons are useless without ma—"

 **"Quit whimpering like some poor puppy, damn it!"**

Practically growling at him, he immediately silenced himself in fear. Everyone was a bit surprised, but Omni sighed in response. "Sorry, but it's not going to help the situation if you keep complaining like a little brat."

"…Yeah, I guess you're right…" Gray S. mutters. "That's Omni-san for ya…"

No one else bothered to comment, and stayed silent as the Uxorite duo started to head towards the Royal Capital. Omni's words seemed to had reached the Edolas Fairy Tail Guild.

"…Yeah, he's right…" Lucy Ashley mutters, finishing her moping. Her words gathered the attention of everyone else. "Everyone, just standing here won't do us any good!"

As everyone starts to rally up, she glances back. "Let's head to the Royal City to confirm this damn thing ourselves, and see if this thing is true or not!" She then suggests. Natsu Dragion and Gray Surge wonder what she meant.

"See what…? See if what's true?" They both ask. She then glares at them with a mixed look.

 _"…Our future. If it's really going to be a hell-hole like everyone thinks!"_

* * *

 **…**

Also while this is happening in the 30 mins…

"Fight me, Scarlet!" Erza K. yells as she swings her lance, shooting out a beam of energy. Erza S. scoffs as her pack fires off two shots from the launchers. Two spiraling orbs of green collide into the green beam, canceling it out with an explosion.

Blasting forward into the smokescreen, Scarlet does a cross slash with her two sabers, coming into contact with the Eleven Commandments' handle. The two exchange a flurry of stabs and swings, each screeching off loud noises from their weapons clanging. Every so often Erza Scarlet would attempt to fire off a few rounds from her pack, forcing Knightwalker to either dodge, or reflect the projectiles in makeshift game of sky tennis.

"Guess that armor's pretty tough as well!" Erza Knightwalker states as the wings of her armor flap her towards Scarlet. The armored lancer then holds her lance into the air, and grips a part of the lower handle. The tip of the lance starts to alter itself, eventually splitting the entire weapon to two pieces that wrapped themselves around her gauntlets, reinforcing them and also…

"But here's _this_!" She then exclaims, extending her arms out. Erza Scarlet tries to rush forward, but is met by a flurry of magic bullets that were revealed to be fired off from her wrists.

"Wrist blasters…?" She grunts as she attempts to dodge and slice away at the volley of projectiles coming at her. Knightwalker grins as she throws her hands backwards. The glowing patches on her palms light up, causing explosions that aided in her forward momentum. This caught her off guard, allowing Knightwalker to deliver a nasty slug to the face.

"Gaaah!" Shouting in pain for a moment, Scarlet tumbles away, but quickly recovers. Putting away her hip blade, the two swords that hanged from the jump pack popped down, allowing her to grip and wield two giant black bladed machetes. Upon surging magic into them, the edges glowed a neon green.

"Time to finish this, once and for all!" Scarlet declares. "I'm putting the rest of my magic into this attack!"

"Is that so… Fine, so be it then!" Knightwalker responds. Clenching her right fist, her gauntlet starts to glow with a bright green aura, signaling her beginning use of the last remaining amount of energy in her armor.

Backing up a few dozen meters, both Erzas begin to charge their final attacks. Erza Scarlet crosses her arms, and begins to siphon the rest of her energy into her blades, the glowing green bits starting to shine brighter and brighter as she began to pour more into them. Closing their eyes as they do so, the minute they both finish, they shoot open, giving off bloodshot looks.

 **"Now!"**

Blasting forward with devastating speed, the two let out shouts of valiant combat as they prepare for their final blow. Erza Knightwalker rocks her arm back as her entire hand starts to glow bright green.

As Erza Scarlet began to gain more and more momentum, the pure amount of energy she sourced into her blades started to trail around her, surrounding the redhead in an energy field. Both of the redheads grew closer, with each of them glaring at the other as they soon started to…

 **"SCAAAAAAAARLEEEEEEEEET!"**

 **"KNIIIIIIIGHTWAAAAAALKKKEEEEEEERRRRRRRRR!"**

Punching her twin blades with all her might, an immense amount of sparks started to fly off immediately upon contact. The sparks of electricity from their attacks created shockwaves in the air. As they continued to push more force into their attacks, their armors started to crack and break off. Erza Knightwalker's wings were revealed to have thrusters, and the continued usage from both armors started to strain the systems.

The first to break off was their visors and helmets, then their surrounding armor. What remained after a few minutes of forceful pushing were their weapons, and the suits of clothing that came along with the armor sets. Eventually, even the thrusters of their armors exploded, resulting in the collisions of their weapons to falter.

Because of the imbalance of force, the energy gathered between the two surged into their weapons, destroying Knightwalker's gauntlet and shredding some of the cloth of her right arm's jumpsuit, and Scarlet's machete's and hand part of her gloves.

 _"Kyaaaa!"_ They both gasped as they flung forward, conking their foreheads together. Rubbing them in discomfort, they began to plummet to a nearby island that was already very low in the sky to begin with. Falling down with their speeds ever so growing, as they did so, they simply looked at each oither, but then…

"…Eh? What's going on?" Both of them looked around, and also started to notice to suction of magic energy…

Just what is going on?

* * *

I'm back, baby!

So, we're nearing the end of the Edolas Arc. However, I do plan to have a major moment of interaction between the two Fairy Tail guilds, which'll start off with the ones that are currently in Edolas right now. What _will_ happen is that future involvement of said characters will happen after the Edolas Arc!

So, I'm back at home, so I got nothing to do but chill, play games, eat like hell, play with my cat, and write! Gimme ideas people, I'm wide open!

Regarding the Omni-key, can you guys try to guess what'll give the user?

Anyhow, that's all I wanted to say for now, so, until next time! For anyone who I asked questions, just answer in the reviews and heckin' yeah? I love the support you all give me! But I ask of you all again, please rate/review this story! It enables communication between us all!

So, with that all said and done, I'll see you all in the next chapter! Tally-ho everyone!


	45. World Diverge (Edolas Finale)

Here we go people, an update!

So, welcome back to the Null Fairy! We have the conclusion of the Edolas Arc! Let's see what y'all have said!

 **Johnathen:** That's something that I was going to do yes. Also, Omni-enhanced aliens, Shock Rock. Meh. OVA 9 was great though.

 **RedDragonForce1:** I like yandere-ish like girls. I figured it would look good with Edo-Wendy, and yeah, counterparts are similar in a fashion as well. Sexy times though, oh my!

 **X:** The name doesn't sound…Ben-like though? Ben usually tries to make pun-like names based on their features.

 **Honeybadger894:** I do plan on future interaction between the Fairy Tails, so a portal might be something worth introducing. Gonna see how that'll work though.

 **Ben 10.000:** Remember, all canon sapient species.

 **Mika Mina poopoo:** That'd be funny to write. Mermaid Heel would probably be a gang of older sisters for Ben and Wendy lol.

 **Dragon Storm:** A Christmas Special? It'd probably be a thing where one of the alien or aliens were affected by the time of December, like with Swampfire's blossoming or something related to that. In any series though, except the Reboot.

 **Nexus240:** Eh, I think it's a bit too overpowered atm to give Ben the accessibility to the Biomnintrix. Azmuth would probably give nothing of a damn, since he's still a hermit on Xenon and away from any galactic events. I used to watch Bakugan, but only until around Gundalian Invaders or Mechtagon something, I forget.

 **TheAdmiralKJ12:** Those are some nice suggestions! Probably will implement some of them later on! Thanks!

 **SwordoftheGods:** Edo-Wendy and Omni lemon…hohohohhohohhohohohhohhohohohhohoho. Natsu's fate will be a surprise though!

 **rmarcano321** **:** Thanks for the reviews!

Okay, all done! Let's get to the chapter now, shall we?! Thanks for your continued support on this chapter! Let's get to the Edolas Arc finale everyone!

And of course, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading! Thanks for nearly **1,200** reviews, and over **190,000** views!

* * *

 **Chapter 45:** _World Diverge (Edolas Finale)_

 **…**

In a dark underpart, far hidden in the underground of the Royal City…

"…Prince, you must be joking…!" Pantherlily barks. The black Exceed seemed to be reasoning with the person in front of him, who was revealed to be Jellal. It seemed that they both survived their attacks. Pantherlily was patched up, as evidenced by a seam wrapped around his stomach, but there was still some slight discomfort.

"But I am not." Jellal replies with a serious face. His back was facing a stream of what seemed to be a yellow chaotic energy, but if one looked closely, was redeemed to be the flowing stream of magic power from the heart of the city tubing up to the surface.

 _"You must execute the one who has caused all of this turmoil. Me, the one who is causing panic and terror for the citizens and other denizens of Edolas."_

"B-But…" Pantherlily stutters. Jellal then places a palm on his chest, speaking above him.

"As a member of the Royal Army, as an Exceed… And as a friend, I need you to dispel the panic of the people, and lead them to a new era. Welcome the next generations to a world without magic power." He finishes.

"Grr… How can you say such nonsense, Prince?! It's not going to work so easily like that!" Pantherlily barks back, now full of confusion and a bit of rage. "How can the people trust the Exceed, after such a drastic event like this?!"

As they continue to bicker, from afar, the end of the room, a familiar arm thrusting cat witnesses the entire conversation. Naby gulps in nervousness as he continues to watch.

"If another way were possible, then I would've taken it. I was always prepared to die, and I knew that something like that would probably happen to ensure the right outcome." Jellal explains with a neutral voice. Lily growls.

"…I refuse! This is just outright foolishness!" Clenching his fist in anger, he grits his teeth. "Why must I kill you? You know that I would have no way to do so. I wouldn't allow myself to do it…"

"…But I think you would be capable, Lily." Jellal shakes his head. Lily glances at him with a mixed look.

"What do you know about me?! Tell me!" He grudgingly orders. Jellal smirks.

 _"As an Exceed, you saved my life as a child. A human, that's the individual you saved. You are a person who knows how precious life is, and you don't show any difference towards the race in which that life belongs to."_

"Exactly! And here you are, trying to tell me to keep living that kind of life with that toll on my back?! How would that work?!" Lily tries to argue with him again.

"It's _because_ it's you. You're the one that I think is the only one capable of coming out from that kind of thing. Please Lily… Someone has to do it." Jellal tries to reason once more with the black cat.

"Then why don't you become the king then? You're much more suited for such a role!"

"But I am the _ruined_. I brought calamity to this world! I brought it down to its knees, it's Dark Age!" Jellal claims.

"But it was only for what you thought was the best!" Lily growls again. "And right now, we need someone with that kind of thinking and will! We need someone with the will strong enough to risk their own life for the sake of Edolas!"

Pointing up, Lily glares at him. "If you are the one who brings ruin to the world, then it's your responsibility to watch over its recovery! Dying won't bring that answer to this problem, Prince!"

"But I would—"

 **"I'll be the villain then!"**

A bold move, he just made. Jellal's eyes widen as Pantherlily makes an unexpected proposal… But what about the surface? What was happening now?

* * *

 **…**

"Mommy!"

"Watch out!" Lucy Ashley dives for a child. Cradling it in her arms, she quickly rolls out from the damage zone of a falling boulder. Letting the young child down, its parent quickly came to pick it up.

"Get out of here, quickly! Watch your kid!" She then ordered. The parent nods, and quickly picks up her child and begins to run off. Lucy Ashley glances back as a worried look grows on her face.

"Crapbaskets, this whole place is coming down!" She complains. "Guys, help as many people as you can!"

"We're trying, Lucy!" Natsu Dragion gasps as he escorts some people away. "What's gonna happen to us?"

"That, I don't really know. We're here to see our future, but I guess it's still a ways long away…" She mumbles.

The absorption of magic power was starting to have a collateral amount of effect on the environment, especially the islands themselves. The sole reason they floated in the first place, was because of the flow of magical energy. Without that energy in place, these piles of rock and dirt would just plummet to the bottom of the world, wherever that was.

It took a little while for the Edolas Fairy Tail guild to arrive at the scene, as they weren't being carried by the Neurolizard duo. Even as they approached the city, things were already starting to become hectic. Upon seeing the Neurolizards and the Earthland Fairy Tail members helping out the townsfolk, they immediately got to work.

Moving to said group, Omni and Ben revert back to their human forms. The younger Omnitrix wielder looks over to his older counterpart, and notices his disturbed look.

"Omni, what's wrong?" He quickly asks. Taking his blaster out to its open form, he talks with him as he tries to blow away any giant pieces of debris. Omni looks around, as if trying to find something.

"…The flow of magic, where's it originating from? I mean, the thing that's causing all of this." He answers him. "You said that the Anima was the thing that brought you here, right? This literally looks like the opposite."

"So, you're saying that there has to be an origin point for this Reverse-Anima spell?" Ben complies. Omni nods. "Yeah, exactly. The question is, where is it, and who initiated it?"

"Does it matter?" Natsu suddenly appears and slaps his back. Omni gasps, but quickly turns around.

"Natsu! What do you mean?" He huffs. The Dragon Slayer grins, and unties a…rope around his waist? Ben and Omni look behind his back, to find…

"Faust?!" Both of them yell out. "Why'd you bring him for?" Ben barks.

"Well, just look around! I'm pretty sure there's a clear idea of what's going on!" He says, ordering the two to look out towards the havoc in the city. "Ain't that right, thruster cat?"

"Thruster…" The two turn to find Nady behind them. Happy, who flies over to them, chuckles. "He overheard a conversation between Mystogan and Lily!"

"Y-Yes! But I need to go tell the prince and Lily about this as well… I-If you'd excuse me…" Nady quickly starts to fly away. Natsu then turns back to Ben and Omni.

"Anyhow, I'll explain later! Ben, older guy! Help me out with something, yeah?" He then pats their shoulders. "We're going to do _that_ …"

Upon hearing his tone of voice, the two's eyes' widen. They then smile in response.

"Ah, I see now." Omni smirks. "So, what's the plan?" Natsu chuckles. Picking up a cloak from the ground, and a pair of fake devil horns, he turns around. Wendy and Gajeel arrive shortly after, presumably already aware of what Natsu was going to do as well.

"Well, here's how it'll go…!" This plan was going to be dramatic, for sure…

* * *

 **…**

"Oh for the love of—"

"Pantherlily-sama!"

Mystogan and Lily turn around to find a lone soldier hurriedly rushing in to the room. The look on his face through his helmet was catastrophic to say the least.

"Yes?! What is it?" Lily orders. The soldier quickly regains his footing and salutes.

"The city is undergoing in the term of a massive problem, sir." He responds. Lily scoffs.

"We know. The Anima, as you can see…" He starts.

"You're going to stop it, right?" The soldier asks, half afraid, half hope in his voice. Lily shakes his head in denial. "W-Well, anyways, you have to check outside! There's havoc being caused by people all over the city! Places and buildings are being destroyed like dominos!"

Mystogan lowers his eyes. "…It seems like the problem has escalated to a worsen level for faster than what I expected it to be. We must do something now, or else…"

"Yes, but first; we have to stop the riots from spreading throughout the castle city." The both of them nod, and begin to walk out of the room. The lone soldier looks at Mystogan with slight confusion to his identity, but nonetheless follows them out of the Anima room.

As they approach the exit, the three start to run up to the nearest corridor. Climbing up some stairs, they quickly turned to see a group of soldiers also looking out towards the view of the city. Dashing quickly to join them, Lily and Mystogan look out to see the panic of the city in first person. The first thing they did of course, was gasp in response to the mess.

Some of the soldiers notice Mystogan, but before they can gossip on his identity as well, Lily turns to them.

"How many people are rioting?" He quickly asks. They shriek slightly, but then lined up.

"Er, f-four people! Well, if you could say if they're really five…"

"Four?! Just four? Why haven't you stopped them then?!" Lily barks. The guards scramble around to answer him.

"W-well, they're really strong. They're three people that look like humans, but the other two, they—"

As he was about to explain, a loud roar echoes through the air. Lily and Mystogan turn to face them, and upon recognizing a familiar hourglass dial on a brace, an echoing cackle raises their attention to the person standing next to the orange furred creature.

 **"GAAAAAAHAHAAAHAHAHAHAHAHAHAHAH!"**

"What the?! Who?" Lily looks over to see Natsu and Wildmutt standing on a rooftop of a building. As he finishes his cackling, he folds his arms to reveal his 'demonic' appearance to the people.

 **"I am the Great Demon King, Dragneel! I have stolen your magic!"**

"Natsu?! Ben?!" Mystogan gasps at their appearance. "What the hell are they doing?!"

A large crowd of people stopped to form up on the ground in front of the building the two were on. As they do so, the Edolas Fairy Tail members happened to run along, and the moment they spotted them, they immediately stopped in surprise. Natsu Dragion was the first to retort.

"What are you doing, other me?!" He tries to yell. Natsu Dragneel just continues to cackle, leaving him in ignorance. Wildmutt shakes his head little due to the excessive cackle, but them goes back to place once Natsu points a figure next to them. It was Faust, tied to a tree stump that Natsu drilled into the rooftop.

 **"I'm the one who's beaten your king! Look alive people, and maybe I'll let him live as a special favor!"**

Wildmutt sighs inwardly, but them roars loudly once more. The townsfolk shriek and cry out, with the mentioning of Faust adding on to the panic.

"Your Highness!" A person yelled out in worry.

"Let him go, you monster!" Another responded. Natsu takes pleasure in their panic, and spreads his arms.

 **"Redfox! Marvell! Cannonbolt! Destroy the city, my loyal servants!"**

Scoffing a little, Wildmutt leaps high into the air, landing in the crowd as he taps his Omnitrix dial. The green flash escalated some more panic as Cannonbolt quickly replaces the Vulpimancer. He quickly rolls to his spherical form, and begins to smash into several buildings, making them fall to the ground with minimal effort.

"What the hell?! Did that creature just transform?! What kind of magic is that?!" Another townsfolk yelled. Before someone else could react, the zipping of a metal sword attracts their attention to a large building that appeared to have suddenly gotten sliced in half.

Slicing it in one go, Gajeel lands with a grin on his face. "Gehee!"

"Did his hand turn into a sword?! What's going on?!" More and more people start to panic, and in the crowd, Edolas Gajeel wonders what they're trying to do.

 _'Are they… I see!'_ His eyes widen at their proposal, so he breathes deeply, and…

"Everyone! That's a villain that's trying to demolish our great city! They're truly a group of evil individuals bent on causing havoc and chaos to this world!" He yells out, attracting the people's attention to himself.

As he says that, Wendy tries to scare a kid by acting…scary?"

"G-Gaoooooh…!" She tries to roar like a lion. The kid just blinks in confusion, but behind her, Gajeel, and a recently transformed Ripjaws, appear behind her to give him a jumpscare.

"Waaaaaaah!" The kid quickly bursts into tears and starts to run away like a maniac. Wendy slumps over in defeat. _'I'm sorry…'_

Ripjaws just giggles. _'Even when she tries to be scary she looks cute.'_ He then taps his Omnitrix dial, reverting back to Ben. Wearing the same cloak that everyone else had, he also wore a black and red mask. This was to distinguish himself between him and Omni, who was about to make an appearance.

Edolas Gajeel continues to make the pep talk go around. "See? Look at the terror they're causing!" Gajeel R. and his counterpart smirk at each other in acknowledgement of each other's efforts. Ben sweat drops at the quick understanding of the news reporter.

Natsu grins. "Destroy more of the city, my servants!"

Gajeel grits his teeth in annoyance. "Quit with the damn minion thing already for cryin' out loud! It's annoying!"

"That's the whole point of Natsu doing that, Gajeel…" Ben mutters as he shakes his head in relation to Natsu's stupid yet convincing performance.

Lily and Mystogan continue to watch, with the black cat starting to figure out what they were trying to do. "Prince, are they trying to…"

Mystogan nods begrudgingly. "Yes… That's exactly what they're doing, Lily…"

They could hear the hateful accusations of the citizens of the city prowling their attention to Natsu and company. The role that no one would take was now being taken by the Demon King Dragneel. It only served to spread further thanks to Edolas Gajeel's small talk between the crowds.

"Give us back our happiness, you monster!" And old man yells. Natsu glares down at the elderly individual as fire begins to build up in his mouth.

"I don't think so… Every person who dares to defy me…" Aiming his face up, he releases a Dragon Roar.

 **"Will suffer the consequences!"**

Ben mentally face palmed. Sure, the plan was to cause some havoc, but Natsu was doing too much of that. Pulling a stunt like breathing fire was starting to make the border of the situation a bit high, but at least it started a chain reaction with…

"Natsu, stop this at once!" Mystogan yells out. This time, it finally got out to Natsu, who turns his head towards the direction of his voice. The crowd ceases their chatter in order to find out who yelled just now. They squabble around first, but then a man points to the castle.

"Over there, by the castle!" He points. The people turn, and Mystogan suddenly is now the crowd favorite.

 _'Shoot… He played me.'_ He grumbled. As he and Lily stood there in hesitation, footsteps were heard behind them. As they turn around, a man dressed in a suit of black and green armor comes forth.

 _"I think the Demon King wishes to save something to you, Prince."_ He calls out. Lily growls at him and stands in front of Jellal.

"You…who are you? Are you with them?" He confronts the masked man. Mystogan frowns at him, but starts to notice something familiar. The knight waves a finger in front of his face, and slightly pulls his visor up, just enough to reveal his mouth.

"The time is now Prince. This is your chance to end all of this." The voice whispers out, revealing it to be Omni's. Mystogan's eyes widened, and as he turns back to face Natsu, the Dragon Slayer grins at him.

 **"I am the Great Demon King, Dragneel! Fall before me!"**

"Stop! You don't need to attack the ci—"

 **"FIRE!"**

Blasting a Roar down to the townsfolk this time, the people cowered around the area in desperate hopes of not being consumed by the flames. As he continues to do it, Mystogan finally gives into the pressure.

"Stop this at once!" He orders.

Natsu then gives him a smug smile. _"Then come and stop me then, Prince of Edolas!"_

The word 'prince' caught the attention of many people. As they stopped to chatter about, Edolas Gajeel prepares for the final blow.

"He went missing seven years ago… His name, is Prince Jellal!" He shouts to the top of his lungs while pointing at him. The people glance at each other, some were unsure of the identity of this unknown person, while some seemed to have recognized his facial features.

Lily narrows his eyes. "How did it come to this? Why are they here, Bent?"

Omni folds his arms. "The name's Omni, Lily. And the one who let them know, was none other than this little fella." Gesturing to below him, Mystogan and Lily look down in surprise to see Nady.

"Nady-san?!" Lily blinks in shock.

"I-I let them know. I overheard your conversation back down in the underground room…" He admits.

Omni lifts his visor and nods and Natsu. The pink head grins, and turns to Mystogan, giving him a gesture of challenge. Ben narrows his eyes, and he and Omni both prepare their Omnitrixes.

"Come here, Prince. If you want a trace of this city to stay the way as it is, you'd better come down to face me yourself!" He promises. Lily sighs.

"…Villain…and hero." He concludes. "It seems they do not have complete trust in you yet, Prince. What will you do?"

Mystogan grits his teeth a little, and a marble of sweat drops down his face. Omni smirks, and slams his Omnitrix core down, becoming Diamondhead after a flash of green. Mystogan turns around, and in a moment's flash…

"It's time to end this, Prince." He calls out as his crystalline body expands, surrounding Jellal. Lily initially reaches out to help him, but he realizes soon that he wasn't attack him, but rather…

"…This is…" Looking at himself, Jellal reveals himself to be wearing a slim black and green armor set made of dark Petrosapien crystals, and armor made from matter created from the Omnitrix. He clenches his fists, and jumps off the balcony.

"Natsu, you stay there!" He yells as he grabs his canes. Slipping them onto slots created by Diamondhead, he creates a slight crater upon landing in front of the crowd.

"Hey, where'd he get that armor all of a sudden?" A man calls out.

"Is that magic? Magic armor?" A girl asks her mother. The elderly woman nods. "Yes dear. The shining knight that will save Edolas from the Great Demon King!"

As he starts to run towards Natsu, Lily overlooks the upcoming battle.

 _'What will you do, when the time comes when you actually fight?'_ He wonders. By now, as he approached the flame mage, Ben had finished tinkering with some parts of the Omnitrix. Slamming the dial down, in a flash of green, he replaces himself with a certain techno-organic creature.

Slimmering across the floor and sliding up the building that Faust and Natsu were on, the flame mage eyes him from the corner of his eye.

"It's time, Natsu." Upgrade whispers. Natsu grins, and watches as Jellal makes his way through the crowd.

The Edolas Fairy Tail members watched as he ran by, and Natsu Dragion seemed to had recognized the design of the armor. "Hey…"

"What's up?" Lucy Ashley turns to him.

"Isn't that Diamondhead armor? Don't tell me Omni-san's also joining in on this crazy situation as well…" He wonders. The blonde contemplates this, and nods.

"Well, only way to find out is to see for ourselves." She guesses with a shrug.

As he passes by Edolas Gajeel, the news reporter continues his banter. "That's the Prince! He plans on fighting this Demon? That's a fire breathing monster!"

Lucy Ashley and the rest of the guild notices what he's trying to do, and also start to do some smack talk around the area too to let the people know. It was quite the ease, and many people were able to blend in through the crowds to lend a starting voice.

Jellal notices the new talk, and he narrows his eyes towards him.

 _'You idiot… I know what you're all trying to do… But this isn't the way to bring the chaos under control!'_ As he starts to approach the king, he takes out one of his rods.

Wendy and Gajeel watch as he tries to activate his magic, but their eyes widen at the moment that the magic power exerted by the cane is absorbed by the Anima.

 _'The Anima…!'_ Natsu notices this, and grins.

"What's wrong?! Can't defend yourself without any magic?!" He taunts. "Because you're right… Magic. Is. POWER!"

Slamming a fire fist onto the ground, he sends a wave of fire down the broken building, causing more destruction in his wake. The people nearby cower in fear as they attempt to flee the hazard zone.

"STOP!" Jellal screams. Wendy and Upgrade sweat drop.

"Natsu/Natsu-san, that's a bit much…" Gajeel merely grins though as the counterpart blue head starts to get closer to the flame head.

"This is perfect though. A devil with an absurd amount of magic is going to be fought by a hero without magic power!" He says.

Jellal uses the Petrosapien armor to knock away heaps of debris that got in his way. As he does so, Natsu nudges for Upgrade to come down with him. Jumping down to the broken remains of the building, Natsu folds his arms in anticipation.

"Enough…Natsu." Jellal orders. Natsu chuckles.

"Finally decided to show up huh?" He starts. "What will you do now, become a hero?"

"I'm not someone who can become a hero damn it! You won't convince the people if you pretend to get beaten!" He complains to him. However, all Natsu does is crack his knuckles.

"Who said I was going to PRETEND?!" He yells on queue. Jellal and Diamondhead gasp in shock as a black and purple blob starts to garner around from the surrounding debris, splattering itself onto Natsu.

 _"I came to destroy this world! If you're a man, you'll try to stop me!"_ He yells as his voice starts to distort. Omni was starting to get some flashbacks there as his body starts to change as well.

The demon horns and cape he wore were kept as a black and purple armor starts to form around him, making his body a bit bulkier, and giving him a hellish purple set of armor. Lines of purple circuitry glowed around various parts of his body, and as the transformation finishes up, a dark purple visor flashes on Natsu's face.

"That looks like…" Wendy blinks in surprise. "Erza-san's Purgatory Armor…"

Now truly looking demonic in appearance, Omni shudders a bit.

 _'Getting some Malgax flashbacks here…!'_ He yells inwardly. Upgrade seemed to wonder why Omni seemed so uncomfortable at the moment.

"Natsu, st—"

 _"Sit your ass down!"_ The tech demon yells as he slugs him in the face.

Mystogan gasps as he drops his cane. Part of his helmet cracks, and a few crystal shards scatter off from the side. Diamondhead grunts inwardly, as he too is a part of the armor. Flinging him back, the armor screeches a little as he skids on the floor.

"Prince!" A woman cries out. A man barks at Natsu. "How violent that brute is!"

Wiping the dirt from his face, Jellal spits a little blood as he sits up. "Natsu, this is ridiculous! This won't bring the people together…not a chance!"

As he yells those last words, Diamondhead transforms his right hand into a crystal gauntlet. Natsu grins, and he simply catches the attack in his palm. He gives him a smirk as he whispers to him.

 _"…That's why you can't hold back."_ He says softly. Hearing that, Jellal grunts, and does a back flip, nailing his chin with a kick to the jaw. The crowd cheers at the successful attack as Upgrade and Natsu gasp in shock.

 _"…Ya see that Prince?!"_ Natsu chuckles. _"The people love you! This is how an epic fight goes! We got a grand gallery for the two of us!"_

Both Diamondhead and Upgrade sweat dropped. _'Well, technically four…'_

Jellal frowns. "You numbskull! You and the others are crazy for doing this. If you insist on this foolishness, then just stay down!"

"As IF!" Natsu yells. Swinging an arm forward, his forearm stretches, slugging him in the gut. The armored prince coughs in pain as Natsu runs to join with the rest of his body. As he prepares for another punch, Jellal glares at him, and quickly swings at his face before he could react.

"Gah…!" Stumbling to the side, Natsu quickly stabs a foot into the ground to level his footing, and quickly responds with an attempted uppercut. Jellal however reacts with great timing, and catches his fist between his arms.

"Nnrrgh…!" He struggles to keep the arm from touching him, but as he starts to turn his eyes back to Natsu, his eyes widen in confusion upon seeing a genuine smile on his face.

 **"…Here we go buddy. We're going to send you a grand farewell with a bang."**

"…?!" Jellal's eyes widen upon hearing that quote. The tone in his voice meant that. "…You mean that all of this was for…?" Natsu smirks. Upgrade and Diamondhead give a smile while in their states as well.

 **"This is my personal style for a Fairy Tail Farewell Ceremony."**

"Why didn't you tell me that bef—GAH!" Natsu forcibly finishes the uppercut, and the two begin to go into a brawl once more.

 ** _"There are three conditions I must instill to someone that leaves Fairy Tail!"_**

Rummaging through the crowd, Lucy H. and Gray F. finally approach the scene. The sacred words that he echoed were loud and clear to their ears, despite their distance from the crowd. As Natsu and Mystogan continue their brawl, the fire mage breathes in…and then.

 **"One!"**

 _ **"You will not reveal privileged or sensitive Fairy Tail information to outsiders while you still breathe!"**_

Beginning the Ceremony even as they fight, Natsu continued to enlist the words as he and Jellal continue to fight. As they kept going, and as Natsu continued to utter the words, the Edolas Fairy Tail members started to realize what he was doing.

 **"Two—Gaoh! What was it again?!"**

Interrupting the speech with a slug to the face, it was Mystogan who instead began to recite the words with a smile now on his face as he proceeds to beat up the pink haired mage, and Upgrade to an extent.

 ** _"You must never use the clients that you met through the guild for personal gain!"_**

Catching his fist after receiving a mighty amount of blows, Natsu grins in acknowledgement as he sicks him with a gutter punch. "That's right! And the final one is…"

 _ **"** ** _T_ hough we will take different paths and diverge off from each other, you must continue to live your life to the fullest!"**_

Slamming him down with both arms, Mystogan then backs up as he and Natsu prepare for a final blow…

 _ **"** ** _N_ ever treat your own life as something insignificant…**_

Launching a blast of crystals behind them, Omni triggers them off, blasting Mystogan forward as Natsu produces jet engines at his feet. As the two fly forward for the final blow, the Prince utters the last of the speech.

 **…** _ **and never forget the friends who love you."**_

A final clash between the two echoes through the town. The scene seemingly stops in time as the crowd watches the final confrontation. Natsu's helmet gets blown off, and his devil horns fade away. Mystogan's helmet shatters, and his right gauntlet cracks, but the one that remains…

 _"…Did you get all of that?"_

The two fling back forward as a result of their impacted blows. Upgrade phases off from Natsu, splattering himself off from the Dragon Slayer and splattering against a wall, crashing into it. Wendy gulps nervously as she proceeds to run after him, seeing the boy revert back to his human form and groaning as he laid on the ground. As Jellal begins to stumble, Diamondhead unwraps himself and reverts back to his human form, holding him up by pushing his back.

"As long as you have the guild mindset, there's nothing you can't achieve…!" Natsu chuckles as he falls down to the floor with the biggest of smiles. As Mystogan stands upright, he glances down at the flame mage.

"Natsu…" He mumbles as he looks down at his friend in sadness and gratitude.

 _"I hope we meet again, Mystogan!"_

As Natsu laid on the floor in defeat, the crowd cheers and goes into an uproar. Lily watches with a smile, but the members of Fairy Tail watched as the most purest of ceremonies took place, as awkward as the location could've been. As Edolas Gajeel watches the ending moments, he smiles with satisfaction, and begins to walk away. Gajeel R. notices him walk off, but he smiles at him waving him and the rest of the crew off.

"Gehee, this guy…" He smirks. But then suddenly…

As the crowd continues to chatter, and as Jellal looks down at Natsu, his eyes widen at the phenomenon of the pink haired mage's body glowing yellow.

"Natsu, your body…!" He suddenly says with surprise.

As Wendy brings Ben out from the rubble, her body and Gajeel's start to glow as well. As Ben was about to react, he feels a numbing pain from his shoulder from where the Dragon Mark was, and his body too starts to glow. Omni looks at him with surprise, as he wondered why his body was starting to glow. After all, it didn't seem like his counterpart would have Ethernano in his body.

"…It's started." Wendy whispers. Ben groans. "What's starting…?"

"The real show as we kick the bucket squirt!" Gajeel replies. Other entities that contained Ethernano naturally in their bodies started to glow as well, and the crowd begins to chatter once more, but not in fear, but in wonder.

"What's going on?!" Lily yells. Nady gulps.

"The Reverse Anima is removing _all_ the magic power from Edolas, which includes those who naturally possess it in their bodies! Exceeds like you and I, and humans like the ones that came from Earthland!"

"What? Are you sure?!" Lily asks.

"I'm sure the Queen was well aware of this as well!" He mentions.

As he explains the situation to him, the members of Earthland Fairy Tail begin to panic slightly upon the growing situation starting to affect them too. The Reverse Anima's effect had started to finally affect the others, pulling them up into the air along with the remaining traces of magic left in Edolas.

"I see now! Anima is sucking up the remainder of the magic in Edolas!" Lucy H. summarizes. "That means it's kicking us out too!"

As she says that, Natsu chuckles as he and the others start to float next to them. "Hohohohohohohoho!"

"Natsu!" Gray calls out. Happy sky swims to him in happiness as they continue to float above. As they do so, the Edolas Fairy Tail watches in shock.

"You guys!" Lucy Ashley yells out.

"Magic power is truly vanishing from this world…!" Edolas Cana glums over the inevitable fate that awaited them. "What should we do now…?"

"You expect Juvia to know the answer to that?" Edolas Juvia replies. As Gray hears their words, he chuckles.

 _"Come on now, don't look so miserable!"_

"What the hell do you mean, other me?!" Gray Frost yells.

 _"You say you can't have a guild with magic?! That's bullshit!"_

Upon hearing him, he notices the look in his eyes as he pumps his emblem.

 _"As long as you have your friends, you'll always have a guild there!"_

As he says his last words though, in a different location that laid two red haired beauties, another body starts to glow though. In the remains of the fallen Kingdom of Extalia, Erzas Knightwalker and Scarlet laid on the ground when suddenly, Erza S.'s body starts to glow.

"…Scarlet." Knightwalker calls out as she struggles to sit up. As she starts to float away, they look at each other dead in the eyes.

"…Knightwalker." She responds. The two try to maintain their looks of seriousness, but they instead give each other a tired smile.

 _"Ah, not that… I want to wish you well…"_

"… _Erza…"_

As she begins to fly away, Knightwalker notices a figure flying down towards her. Landing on the ground with a thud, her eyes follow upon the figure of a green and black knight.

"…Who?" She blinks. Pressing a button, the armor begins to retract into a belt like form, and her eyes widen at a special individual.

"Yo, Erza."

Seeing his face, her face falls to a gentle smile as tears start to fall.

 _"…Omni…nii-sama…!"_

* * *

 **…**

Back in the Royal City…

Jellal watches as the members of Fairy Tail and the Exceed start to fly off. As he watches the phenomenon, a familiar voice calls him out.

 **"Prince!"**

Looking up, he notices Lily and Nady looking down from above. The two not need to exchange words, as the Prince could already tell what was on his mind. A simple shed of tears was all they needed to end their heartfelt reunion.

Lucy H. and some of the other members of Earth Fairy Tail begin to wave off their counterparts. As Wendy helps to give Ben a shoulder, they notice two figures flying down next to Mystogan.

"…Prince Jellal." Erza Knightwalker greets him. She was wearing Omni's labcoat, bowing slightly. Mystogan nods back, and smiles at Omni.

"Looks like we did it, Prince." He chuckles. Looking back up, his eyes widen at Ben. "Oh, almost forgot."

"What is it?" Erza asks. Omni smirks as he digs into his pocket. Taking out a disk launcher, he calls out to Ben.

"BEN!" He screams. The boy groans as he opens his eyes, but looks down to see a capsule getting launched at him. He gasps, and catches it in his arms.

"What is this!" He yells. Omni merely gives him a thumbs up.

"Something useful! And…a missing piece!" He simply says. As he finishes waving him off, Edolas Wendy suddenly appears to manhandle him.

"Ah! And what were you doing all this time, you hunk?" She teases him. Erza gasps in response to such behavior to her idol. Omni blushes a bit, but then smiles as he looks back up.

"Just…wanted to send him off with something." He says. He turns to Mystogan next though. "And Prince."

"Hmm?" He glances over.

"I want to discuss something with you. You, the council, and the members of Fairy Tail. Can we do that?" He asks. The Prince nods, and he quickly gives him thanks. The four continue to send them off as the flash of Anima finally comes to an end…

 _"Fare thee well, Lily. Natsu, Gajeel, Ben, Wendy, and my family… Fairy Tail."_

" _May the stars ever go in your favor…"_

* * *

And thus… The Edolas Arc ends.

So, been a while since the last update, and with the introduction of my new story, I say things are going well! I love RWBY, I love Ben 10, and I love Fairy Tail! I just got back to school, and so far…it's a bitch.

Well, not that bad though. I'm just worried for math. I suck at it, so I'm taking some more basic shit first!

Anyhow, let's end this Arc on a fare note! What did you like about this one? What the hell is Wendy going to do to Ben when they go on their date at Akane?! Whoops, spoilers…

Anyhow, that's all I wanted to say, but of course, please review and rate this story! It keeps me up to date on the chatter between you guys, and helps me become a better writer.

Maybe I should have someone re-edit my earlier chapters, they look nothing like the ones I'm writing nowadays lol. Getting some shivers from just looking at some of the cringy spelling and grammar mistakes, heh.

Anyhow, tally-ho everyone! Next chapters will be on Ben and Wendy's date!


	46. Date of a Lifetime…

IT'S

 **~~~~~~~...~~~~~~~**

 **FINALLY**

 **~~~~~...~~~~~**

 **HERE!**

 **~~~~~~~~~~...~~~~~~~~~~**

Welcome everyone back to the Null Fairy, the _longest_ chapter to this day, and probably the longest one I'll ever make. A staggering…19k worded freaking damn chapter! Holy Hell! I've been waiting ages to publish this, so let's get started!

 **Babull:** Now, the Omnitrix can synch with other devices yes, but wouldn't that also apply somewhat to Ben Prime when he traveled to Dimension 23? Dimension 23 Ben is somewhat like Null Fairy Ben in a way.

 **OddEyesEmperor:** Well, more like a purple Malware. F*K Reboot Upgrade's voice and design lol.

 **TomahawkESP:** Lol, Photomath has been helping a bunch lol. I'm currently taking Algebra again in school since I figured it'd be the easiest math course to do, and it's been helping sooooo much.

 **Ninjamon1228** **:** Like I said before lol, I want to keep this crossover with as limited Ben 10 characters as possible. I doubt the Omnitrix would have his species DNA either, as it was said by Azmuth himself that he never even seen one before until he met Skurd.

 **Mika Mina poo po / Dragon Storm /** **Isaiah / Nexus240 / Sean Bruce/ TheAdmiralKJ12** **:** Thanks for your concern, guys! I'm back, and ready to work! No LEMON! I mean, it might be considered "Lime" in this chapter, but no sexual contact! Just pure, unadulterated love and cuddle kisses and crap! Maaaaaaaaaaaaaaaaaaaybe tongue… Nah, jk.

So, finally I can upload! Let's get to the chapter already! Of course, we gotta go through the usual crap. I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading. Thanks for over 400 Follows and Favorites, and over 200,000 views!

 **Disclaimer:**

 **The following scenes later on might be a little much… Viewer discretion advised, but it is** _ **NOT**_ **Lemon. A very soft Lime at best, but surely it is only pure love and cuddles! Kissing's a thing too, so…yeah.**

* * *

 **Chapter 46:** _Date of a Lifetime…_

 **…**

"…IIIIIIIIINNNCOOOOMINNNNGG!"

From the clouds of the stormy grey sky that plagued Magnolia, droplets of rain raided the landscape as a fog-like yellow light shatters open out from the outskirts of the city. The portal of energy glowed as it started to wave out arcs of bluish white magic. It slowly started to escalate, until the very portal itself began to fracture and blow up, blasting out a number of things. The first individuals of this breakout were none other than…

"For the love of God, Natsu! Anima isn't even a vehicle!" Ben barks out as the Earthland Fairy Tail members start to drop out, dodging a trail of vomit that started to burst out from the poor gutter of Natsu.

"I cawnt hlp itz…! BWWAAGGH!" Spewing out another wave, Ben, who was still being supported by Wendy, reaches into his pocket with his spare arm. Equipping a Blue Wave, he punches the vomit away with an explosion, launching it into Gajeel's face.

"AGH, WHAT THE HELL?!" He screams in disgust. Ben chuckles a bit as he and Wendy land on the wet, grassy ground.

"Ugh, I don't know whether to be impressed, or to be grossed out…" Gray holds his breath as he and everyone groans. There was practically no time to react, so a majority of the guild ended up landing on the floor with rather painful thuds, especially Natsu.

"B-But hey, WE'RE BACK!" He yells as everyone's mood brightens up. Quickly getting up, the group heads out to the edges of Magnolia, and sure to be said, everything was back to normal.

"Hey, the city's back!" Happy jumps up. Wendy and Carla prepare to celebrate as well, but Erza shakes her head as she folds her arms.

"It's too early to rejoice now. We need to make sure all the citizens of Magnolia, as well as the guild members are safe and sound." She reminds them. However, the fluttering of wings draws everyone's attention to the sky, only for them to find all the Exceeds of Extalia floating in the air.

"Everyone's fine!" One calls out with a grin. "We got here just a bit before you guys, ya see!"

Ben raises an eyebrow, but he didn't seem to be very surprised upon seeing the masses of cats flying about. Glancing about though, he noticed everyone else's shocked reactions.

"It seems that none of them even realized that they were turned into lacrimas in the first place!" Another Exceed adds onto that.

"Yeah, probably because of all the magic! It's _everywhere_!" One grins as he spins about.

Wendy wipes her eyes. "E-Eh? Am I dreaming, or the Exceeds just…"

"What's going on?" Carla frowns. "Why are all of the Exceeds here for?!"

Upon hearing that though, it was then that Shagotte and the Exceeds started to calm down. Piling down in front of the group, Carla points a finger at the crowd. "I'm telling you guys, they're dangerous!"

"Dangerous how…?" Ben rolls his eyes. "They're just cats that can fly. I know that for a fact because I can turn into one."

"Forget it! We should return them to Edolas!" She barks. Ben shrugs as the Exceeds start to look down in sadness. Wendy and Happy try to convince her otherwise.

"Come on, Carla. Don't be so harsh!" The male cat waves his paw in front of her. Wendy nods as she leans down next to her.

"Yeah, Extalia's gone. They wouldn't even have a home to return to." She adds on. The white cat growls however.

"Right, and let the fact that they sent us to Earthland with the mission to exterminate the Dragon Slayers?! Give me a break!" She barks once more, before glooming down.

Happy and Ben start to notice all the sorrow gathering around the area, but it was then that the Exceed elders and Shagotte approached them.

"Well, I suppose we never really did explain the reasoning behind that, now did we?" The old green cat glances to his colleagues. The old blue Exceed nods slowly as he cracks his back.

"It was something that happened as a result of a vision from six years ago, you see." He starts. "Now, you all remember that our Queen has the power to see into the future, yes?"

Everyone nods, but Carla doesn't seem to be buying the story yet, not seeing how it had any significance. "It was this very incident that she saw in her vision. And now that I think about it, the reason why this happened in the first place was likely due to the magic power of Edolas starting to dry up."

"Which in turn would cause the islands to fall." Ben surmises. "So you had to prepare a plan of some sort to save the people."

"Precisely. At first, we thought it was surely the work of the Humans…"

"But it was then that I decided…we would evacuate the children." Shagotte speaks up, shocking all the Exceeds, and a majority of the Fairies.

"Huh? That…I don't think I recall you telling the story in that way…" Happy rubs his head. Shagotte blinks.

"Indeed. This plan was kept secret even from the rest of the Exceeds. The Queen had to lie…to put on an act that would benefit the citizens. It was so painful…to see her lie to her people, to have them watch as they took their unborn children away…" The green elder bellows in pain.

"But we had no choice. We couldn't just up and tell the people that Extalia was going to fall! How could we publicly say that? And of course, we bore no personal grudge towards the Dragon Slayers in any way."

"Right, because you needed to create a convincing story." Wendy answers. Lucy nods. "If everyone knew the truth, there'd be panic all across the kingdom for sure."

"Yes… And in order to put our plan into motion, we borrowed the Anima technique that the humans developed. And although it was successful, there was one factor that we couldn't take into account." Shagotte reveals. Carla narrows her eyes as she gulps.

"…What was it?"

Shagotte raises her head, and looks dead on towards her. "…It was you, Carla. It was…your power. You have a power similar to mine, one that can predict the future!"

"Huh…?" Her eyes widened in surprise as she continued.

"However, it would activate unconsciously, causing the visions to confuse your own memories in the process. It was you, out of the 100 Exceeds that were sent out to Earthland. The only one that foresaw fragments of Edolas' future."

"…T-Then…"

"That means you likely mistook it for your mission, yes…" She dropped the hammer on the whole thing. Happy could tell that Carla was shocked beyond words.

"…However, there was no such mission as that. It seemed that a few mishaps and unfortunate entanglements ended up creating a false persona for that mission." She surmises.

Carla looks down at her hands. "Then all those visions, all those 'moments' were just me seeing the future…?" She breathed out. Nody blinks as a marble of sweat drop down his cheeks.

"We…took advantage of the fact that you didn't know your own power by making you think that you were being manipulated… Sorry 'bout that!" He causally says. Ben sweat drops from the laidback tone. Nichiya seemed to be more apologetic though.

"It was to maintain the act, the majesty of the Queen!" He admits as he takes his hat off in guilt. "I truly apologize…"

"It's all my fault that you suffered. And not just you, but all of the other Exceeds that I stole eggs from six years ago. That's why I handed you that sword. You deserve as much to take your pain out on the one who caused it." Shagotte then says as she steps up to her.

"No way, it's not all your fault, Queen! MEEEEEeeennnn!" Nichiya cries out. Several more Exceeds call out to take the blame.

"I know, let's go search for the children who were sent here six years ago then!" One suggests. Immediately, they all agreed with a chanting and a cheer.

"Alright, we got a new goal!" They squeak as they start to fly up. "Let's get along with the humans, this time!"

"Yep, you better… Because practically every human is somehow a deadly magic machine." Ben jokes. Wendy nudges his arm in response. "Ow… Hey, it was only a joke!"

"Save it for later, please?" She pouts. Natsu however chuckles.

"Hah, bunch of forward little guys, aren't they?" He notes. "A new beginning, huh? Sounds pretty good if you ask me!"

"Indeed, Meeeennn…"

After seeing this emotional flaring starting to infect the air, after taking a moment to take all of this in, Carla finally sighs as she folds her arms. She then looks at Shagotte as the Queen starts to cry out.

"…Fine, I'll accept it." The elder white cat's eyes open up as the tears continue to go down. "But… Why do I have the same power as you though?"

"Isn't that obvious, she's your mo—Ow! Why do you keep nudging the same spot for, Wendy?" He winces as he turns to her. Wendy shakes her head as she tells him to zip his mouth.

"U-Uh, good question…!" Shagotte surprisingly is hesitant to answer. The rest of the council tries to be oblivious as well, making the white cat sweat drop as Ben, Wendy, and Happy watch them act awkwardly.

Happy then groups with another white Exceed, one that wore farmer clothes, and had a uni-brow. "Hey, Mister?"

"Yeah? What's up, lad?"

"Don'tcha think the Queen and Carla look similar to each other?" He calls out.

"Ya think?"

"Aye! Ya know, like how they move and act?" He then salutes. The other cat does so as well. From afar, Wendy and Ben walked over to another blue cat that bore a similar look to Happy. She smiles at their interaction.

"Hmm… Wait, are you two Happy's…?" Ben suddenly realizes. The blue cat smiles as she turns to him.

"Teehee… Yes, young man. My name is Marl. The big goof over there is my husband, Lucky!" She bows slightly. Ben smirks while Wendy giggles.

"They really do resemble one another." She says.

"Yeah, like how Carla and Shagotte are also—GAAAH! Why the Roar?!"

"No reason!" Wendy's coughs hesitantly as her ears go a bit red from embarrassment. "Learn to read the mood, dummy…"

"Well, I'm just glad that everything went alright!" Natsu grins as he sits next to Nody. Much to Ben's confusion, the Dragon Slayer started to do the same arm motion as the black cat.

"Hey, you caught the thing from him, Natsu!" Gray notes, although it was revealed he was also doing the same motion. Lucy sighs, but she too starts to do it, much to her chagrin.

Erza smiles, but suddenly starts to get goosebumps once Nichiya begins to sniff her. "O-Oh what the hell… This creepy feeling…"

"Nyah… What is this…? Such beauty, wait a moment!" He purrs as he flies up to her face. "I see! This is a lovely parfum!"

"Crapbaskets…" Erza steps back as she gulps nervously. "B-Ben…!"

"More…MORE PARFUM!" He growls as he starts to nudge her. The semi armored girl begrudgingly blocks his assault with her arms as Ben and Wendy chuckle sarcastically.

"Ha, guess we found his counterpart…" Ben comments as the redhead slugs him in the face.

"Aw, crap! Y-You remind me of someone, I'm sorry!" She apologies as she gasps in realization.

"Geez, really taking that into account, huh?" Ben snickers. Erza gawks as she squirms about. "I-It's not what it looks like!"

Wendy giggles, and then starts to approach Carla and Shagotte. "So, where will you and the Exceeds will be staying for the time being?"

"Ah, for now, we'll just live around here. We can see each other whenever we want to, if you want." The Queen Exceed responds with a bright smile.

"Bah… What's so good about that?" Carla huffs, but her eyes go into a deadpan as the elder cat embraces her in a hug. Wendy covers her mouth in slight surprise.

"Oya, oya…"

"Yes! We can see each other whenever we want, Carla!" She giggles. By now, Ben zips back over.

"So… Do they know yet, or should I tell them that…"

"Nah, it's alright." Wendy smiles as she holds his hand. "It's all good now. See, looks like Happy's going a steady path with his parents as well!"

Glancing aback, Lucky and Marl were seen having another moment with their son. While the blue cat didn't actually know that his parents were just in front of them, he seemed to enjoy their presence, or smell in that sense. Natsu and the others watched as the Exceeds then started to fly off into the sky.

"Huh, so that's how it looked like when I was an army of Aerof—" Ben was about to comment on the masses of flying cats when the Omnitrix suddenly sparked and flashed.

Natsu, Wendy, Gray, and Erza cover their eyes for a moment to see said green cat take the boy's place. Aerofel blinks in a deadpan for a few moments, but he then groans as he looks down at his paws.

"Omnitrix, why…?" His eye twitched. To his surprise, and annoyance, the hourglass of the Omnitrix glowed.

 _ **"** ** _Sense_ of overflowing positive energy detected! Omnitrix has taken appropriate form for the user to suit the situation."**_

"What, so you mean that all the celebrations and happy feelings forced you to transformed me into Aerofel or something?! Bah, stupid watch…" He hisses as he taps the Omnitrix dial. Flashing back to Ben, he could only watch in embarrassment as everyone laughed at him.

"Grr… Dumb watch… Fine, I'll do something about you later…

"Eh, let's return to the guild now!" Natsu recalls, with Ben raising an eyebrow at the sight of everyone mimicking Nody's gesture.

"Everyone… Your hands." Wendy chuckles sheepishly, however, Ben notices that her arm was also doing the same gesture ironically.

"Uh-huh." Ben gives a smug smile. The young Dragon Slayer gasps as she looks down, but she winks at him in an attempt to hide her mistake.

"I-It's pretty fun though!"

"Yeeeeeep…"

"Oi, where's Lily?!" Gajeel barks, breaking the flow of the fun talk. "The hell is Pantherlily at?!"

"Lily? You mean that buff Exceed? Yeah, now that'cha think about it, you'd think he'd stick out from the rest of the crowd." Ben acknowledges his claim as he and everyone else glances around in search for the black furred Exceed.

 _"Well, if you're looking for me, I'm right here."_

Everyone stops their Nody gesture to look in the direction that the voice came from. Expecting to see the buff Exceed in his full glory, instead…he seemed to have been chibi-fied to resemble the body styles of Happy and Carla, and the other Exceeds. Everyone's jaws, even Ben's, dropped to the ground in astonishment.

 **"So…"**

"SMALL!" Natsu and everyone yells out. Lily merely huffs as he holds onto a piece of rope.

"Ho ho…" He nods in acknowledgement of his condition.

"You sure got all cutsy all of a suddenly." Happy was the first to remark. "What happened to you?"

"Well, it seems that Earthland does not seem to assimilate well with my previous body, and thus has transformed it to better suit this world. I think I can still change back for brief amounts of time however." Lily explains.

"So… Your body isn't in any pain or anything?" Carla wanted to make sure. Lily nods once more as he pumps his chest. "Besides that wound I got earlier at Edolas, I'm perfectly fine. In fact, that injury seemed to have healed when we got absorbed."

"So, what're gonna do now?" Gray then asks.

"Right now, I want to join the guild that took care of the Prince. Gajeel, you'll keep your promise, right?" He points at the iron mage. Much to the group's initial reaction however, Gajeel practically bear hugs the cat.

"OF COURSE I WILL, _PARTNER_!" His eyes bawled out tears in a comical matter. Lily merely reacted with a deadpan look as Ben sighed in relief.

"…At least he won't try to target me as a potential partner…" He mutters as Gajee places him down. He then notices the rope he was holding on to.

"Hey Lily, what's that rope about?" He points to it.

"Oh, this? I found a suspicious person when we were wandering about after we got transported." He replies as he casually tugs on the rope with an unexpected amount of force.

 _"Kyaah!"_ A female voice yelps in response as a body started to fly out from a bush. Ben's eyes widen as he instinctively went for the Omnitrix, slamming the core without looking down.

Flashing green, everyone blinks as Rath suddenly appears, holding…Lisanna in his arms.

"H-Hey, what's with the pulling? I'm a Fairy Tail member as well!" She yells at Lily, but then glances around to see the Appoplexian's face in front of hers.

"…Oh." She simply says as Rath snorts.

"Why is Rath suddenly carrying you Lissana, youngest sibling of the Strauss Siblings and member of the Earthland Fairy Tail?!" He yells out. Everyone's eyes widen as he lets her down.

"Li…sanna…?" Natsu utters out in shock. The two look at each other's eyes in with equal reactions, before the white haired girl clobbers him down, pulling Lily along.

"Naaaatsuu~~!" She calls out with joy, pushing down to the floor and…

"… _Mmmmphh?!"_ The Dragon Slayer's eyes widen to their limit as Lisanna's lips land on his. Everyone's eyes gawk towards the daring move as a thunderbolt roars above them. After a brief moment, she lets go, sitting on his lap as tears start to stream down her cheeks.

 _"Finally… I get to see you, the real_ you… _The real Natsu!"_

"Lisanna…" Natsu was shocked beyond words as she hugs him once more, before standing up and lunging herself at Natsu.

"Ah, it's been so long! I haven't felt your fluffy fur in ages, Happy!" She continues on as she goes on her reunion. Looking towards Erza and Gray, she smiles at them as well.

"Gray, Erza! It's been ages! Ah, I miss this feeling… Oh, and you guys must be the new members! That includes you too, right Omni?" She then turns to Lucy, Wendy, and Rath, who then tapped the Omnitrix dial and reverted back towards Ben.

"Oh… Yeah." Lucy merely stares at her in shock. Ben wondered why she seemed to be reacting more weirdly to the girl, as compared to him and Wendy.

"A little Wendy, you must be Lucy… And a little Omni-san? How strange, now that I think about it." Lisanna surmises. Ben raises his hand as he sweat drops.

"I don't go by Omni. That's just a persona that he made. Our real names are Ben." He corrects. Lisanna shakes her head in acknowledgement as everyone continues to give her astonished looks.

"Wait, you said 'Earthland' Lissana? Does…that mean, you're our Lisanna…?" Gray finally speaks out as he points to her.

Sitting on her knees, Lisanna's tears begin to cease as her peeks remain a bit puffy from all the crying as she smiles in response to his question.

"…Yeah."

"Then that means you came back from the dead!" Happy and Natsu jump into the air. The two were quickly smacked by a shot from a Blue Wave as Ben sighs.

"No, that's not exactly what happened Natsu…" He growls. Erza looks at the teen girl with uncertainty.

"…We all thought that you died two years ago. How are you still alive?" She asked. Ben glances back at the group as he reloads the magic gauntlet. Lisanna smiles as she closes her eyes.

"That's the thing… I never actually died." She revealed. "I was…transported to Edolas."

"Huh?" Lucy snaps back. "How?"

"When Elfman-onii went rampant, when Mira-nee came to get me, it seemed that I was absorbed into one of the Animas. I suspect that they usually came to parts of the world to absorb the magic." She tried to shrug.

"…So, you were transported to Edolas instead of dying…" Gray looks down as he starts to put the pieces together.

"And, after I wandered around, I eventually came across that world's Fairy Tail. They reacted similarly to how you guys did, so I assumed that their Lisanna had already passed. Apparently, the other me died from falling off a cliff…" She awkwardly said that last part.

"So much time had passed since then, that my memories started to get jumbled up. I was starting to really replace myself as their Lisanna… That is, until Natsu's group came six days ago."

"What?! Why didn't you tell us back then?!" Natsu barks in confusion. Lisanna avoids looking at his face as she fidgets her fingers.

"I…just couldn't, ya know? It was all too much to absorb." She confessed. "A new Fairy Tail, Omni-san's recruitment and his aliens, it was all so wild and rushed over."

"And because of that…you didn't want to make Edolas' Mira and Elfman sad. But I suspect that they eventually found out, right?" Ben goes into his pocket to take out the container that Omni gave him.

"Yeah… They didn't tell me until the end that they realized. Those two are just as kind as this world's…" She smiles as another bunch of tears fall down.

Realizing the situation, Natsu starts to calm down. As Ben opens the small capsule, his eyes widen as an image of a string of DNA reveals itself. Smiling hesitantly, he inserts it into the Omnitrix. He then looks up and at Erza as the hourglass glows green.

"Hey, Erza." He calls out. Everyone turns to him as the redhead looks up.

"Yes?" She replies.

"You told me that Mira and Elfman do _that_ thing every year right? Isn't that today?" He says as he taps a few buttons on the Omnitrix, revealing a calendar and clock function.

"Huh? What're you talking about?" Lisanna asks in wonder. Everyone else's eyes however widen slightly.

"Oh… Indeed it is. Ben, what're you planning to do?" Erza then smiles evilly. Ben grins as he brings the Omnitrix up.

"I think it's time to give the pair a little freak out… A **Ghostfreak** out…!"

* * *

 **…**

Later on… At Kardia Cathedral, outside at the cemeteries…

The rain continued to pour down, seemingly at its harshest where Elfman and Mirajane were currently at. Standing in one of the cemeteries outside the Cathedral, Elfman stood as he held an umbrella over Mira. She wore a black funeral jacket over her usual dress as she crouched down in front of a grave.

"Nee-chan, we should get going soon…" Elfman says as he notices the rain starting to pour harder. Mira closes her eyes as she prays in front of a tombstone, in which a bouquet of flowers rested.

The stone read out the name of their long lost sister, Lisanna. Mira ignores her brother's callout as she continues to feel the moment, but as was going to stand up, she suddenly got the chills.

"H-Huh?" She suddenly stood up. Elfman blinks in reaction as he holds the umbrella on top of her.

"Nee-chan? What's wrong?" He asks. Mira frowns, and begins to look around.

"I feel…something cold, something abnormal…" She says. She then got a shiver running down her back as a hazy noise starts to surround her.

 _"…Do you miss…her?"_

"Who's there…?" She glances about. Elfman was now starting to become worried at her weird actions as she continued to look around.

 _"…Lisanna. You…miss her, don't you?"_

"Show yourself! What do you know about us?!" Mira growls as she morphs partially into Satan Soul, revealing a bit of her past personality. Elfman was surprised that she could consciously activate her Take-Over magic once again.

 _"...Here's a gift then, Mira!"_

Immediately, she reverted back as she blinked in confusion. "Huh? What do you—"

"MIRA-NEE! ONII-CHAN!"

Hearing this…familiar voice, both siblings flinched as they immediately turned around, only to see Lisanna crash down onto them, throwing the trio down onto the floor.

"E-Eh? L-Lisanna?" Mira cries out immediately as soon as Lisanna embraces them. "D-Did that voice bring you back from the dead?"

"LISAAANAAA!" Was all that Elfman could scream out as he grabs him and his sisters together. Lisanna however laughs as her own tears start to come out.

"No, Mira-nee. That was…"

"Me!" A voice suddenly says as everyone looks up. Phasing into existence, Mira and Elfman's eyes widen upon recognizing a familiar dial on the creature.

A phantom/ghost-like alien with a haunting body appeared. He had a floating body and claw like hands, as well as a green eye that could move. He had greenish white skin with black lines running all over him. On his wrists, waist, and neck were thin green cuffs, and he wore black, fingerless gloves. Wearing a black shirt, the Omnitrix dial appeared on his chest.

"B-Ben? That was you?" Mira blinks as she sweats a little. Elfman pales out upon seeing Ghostfreak though.

"A-A ghost!" He faints. Lisanna giggles as Ghostfreak floats above him.

"Yeah, sorry about that. It's just…I haven't used this form in a while. I wanted to show it off a bit, yeah?" He then says as he enters Elfman's body. The girls flinch upon seeing a thin glow of green surround his body as he suddenly stands up, his eyes now green.

" _Huh, I kind of miss this feeling of possession."_ Elfman says with Ghostfreak's voice as he moves his limbs around. _"And…why does Elfman thinking of a buff bear in his mind at the moment?"_

"Buff Bear… Pfft! Ah, the usual!" Lisanna laughs out loud. Mira goes on to join her as well as Ghostfreak leaves Elfman's body. Looking afar, he gives a thumbs up to the group that hid away in the sea of trees outside the city…

It truly was a day of returns…

* * *

 **…**

The day afterwards…

"LISAAAAAANAAA!"

"OI! Keep away from her, you damn bastards!" Elfman barks as he swings away at a crowd of teary eyed Fairy Tail members away. Naturally, the news of Lisanna returning to the guild was big news.

"Ah… That's the same reaction I had…" Natsu chuckles nervously. Ben rolls his eyes as he and the rest of the team enter the Guild Hall.

"You're lucky that I shot you that time yesterday then, otherwise Elfman would probably slug you until there was no tomorrow." He says. "That'd be fun to see.

"Ben!" Wendy scolds him by pinching his ear.

"Ow…"

"Well, at least the guild is back to normal." Lucy sighs in relief. She, along with everyone else, were patched up and returned to their normal appearances as they gazed upon the refreshing view of the guild.

"And it looks like no one's aware of the Anima sucking up the city too." Gray adds with a smile. Erza nods. "It's good to see everyone safe and sound."

Lily looks around in awe as he leaps onto a railing. "So… This is a Wizard's Guild…"

As the continued reactions started to pile up, the group then notices Makarov starting to walk towards them. To say he was surprised was an understatement, but at the current moment, he had a face of relief as he approached them.

"…Lisanna." He calls out. Said girl turns to smile at the old man.

"Master!"

"We all thought you were… No, I shouldn't be saying that to a child of this family. Every person raised in this guild is a child of mine, and what parent doesn't worry about their child? You can tell me all about what happened later…because for now, all we would like to think for now is that you returned to your home safe and sound." He says as he grins at her and Natsu.

"You did great in coming back home, Lisanna!" He then chuckles cheerfully. Lisanna smiles as a few more tears start to run out of her eyes. The group smiles at this.

"Yeah… I really am at home, aren't…I?" She cried out. Elfman comforts her as everyone smiles.

"WELCOME HOME, LISANNA~!"

"LET'S PARTY FOR THE RETURN OF OUR LITTLE ANGEL, EVERYONE!" Makarov suddenly goes out into a frenzy as he takes out a mug of beer. Mira smiles as she and some of the other members started to get started on their celebratory dishes.

Some of the other members quickly brought out a giant sheet to write out some words. Reedus leads off with writing out a huge saying of 'WELCOME BACK, LISANNA' as everyone starts to party hard.

It takes a few several minutes, but the Fairies once again start to party around. Ben sighs as he and Wendy start to witness the usual destruction and mayhem following the likes of Gray, Natsu, and some of the other usual contestants of the guild that started trouble and end up causing damage to the guild hall.

Lisanna merely giggles as she watches from afar. "The guild itself has changed, and even you too, Mira-nee."

"You mean besides her outward demeanor that's hidden by her secret and ferocious that's known as the Demon Take Overs…?" Ben mutters in a low tone as he smiles nervously from where he, Wendy, and Carla sat.

"But… Fairy Tail is still Fairy Tail, that's for sure!" She leans on a railing as she hums at the scenes going on. The cast that went to Edolas began to retell their stories, and more or less most of the crew reacted with some…expected thoughts. For example!

"…Juvia is sad." She glooms over as a rain cloud starts to hover over here, and not as a figure of speech either, an _actual_ cloud formed over her, like when she was in Phantom.

Ben had to transform into Water Hazard again to soak up the liquids. "Juvia, come on! What's the matter this time?"

"She looks pretty down. I wonder what happened." Wendy and Lucy glance over to the two as they walk over. Happy however snickers as he flies over.

"I told her that Edolas' Gray was the opposite of our Gray, and that he swooned over their Juvia instead!" He revealed with a mischievous grin. Lucy face palms as Juvia starts to pour out streams of tears.

They then turned to Gray, who was sitting on a table next to Cana as the ice mage compared Earth Cana to her Edolas counterpart. Juvia peeks over in her usual stalker like fashion as she begins to crack the support pillar that she hid behind.

"Juvia wants to go to Edolas…" She murmurs as the girls sweat drop in a comical matter.

"S-Say, Lucy…" Alzack and Bisca then approached the four. "How were Bisca a-and I?"

"Oh, you two were—

"You two were _waaaaay_ more touchy-touchy over there compared to here!" Happy blurted the entire thing out, causing the two to swoon over as they fell to their imaginations. Water Hazard sighs as he blasts him away with a shot of water, reverting back to Ben afterwards.

"Ugh, quit shocking people. It's gonna break their hearts, ya know." He scolds the cat as he twitches on the ground. Wendy giggles as they check out the continuing rampage.

"THIS GUILD REALLY IS THE BEEEEEST!" Natsu roars as he kicks a member in the face while blowing fire everywhere. Several members were already starting to get pissed off as they growled towards the Dragon Slayer.

"So loud!"

"For the love of God Natsu, stop making a scene!"

"Was the Natsu over there as wild as ours?" A female member then asked. Ben gave out a wide grin as he started to mimic Natsu Dragion's gestures.

"Oh, he was all _'I-I'm being bullied by Lucy-san!'_ , and stuff!" Lisanna retells as Ben acts out the story. Natsu skids as he stops to hear their badmouthing.

"Hey! That freakshow wasn't like me!" He cried out as they continued to laugh. However, he soon got over it as he began to slug away at several other members. One of them almost landed on Happy, making the cat scream as he dodged for his life.

"HOLY NICHIYA!" He swore as he clawed himself onto Ben's head. "Ben, Gildarts! Now! We gotta stop this mess!"

"Gah, Christ! I know you morphed into Rath once, but your claws!" He winces as he and Wendy start to walk over towards Gildarts. The S-Class member chuckles as he lifts a hand to greet them.

"Yo Ben, Happy, Wendy. Nice work out there." He says. "Did we really get transformed into lacrimas?"

"Aye! Can you please pulverize the Dragon Slayers that are overly excited and running amok amongst the place?" He begs. "I could have Ben do it, but I think it'll be better for you to do so."

"Oi, I'm not a janitor, ya damn cat." Ben retorts.

"Hahaha…! Well, after the party's done." He promises. Lucy gulps nervously as she peeks out. "That's a scary saying…"

Natsu however hears this, and starts to charge towards the group with a drunk looking face. Ben sighs as he tries to go for the Omnitrix, but before he could do so, Gildarts simply taps on his head. The seemingly little touch ended up slamming the Dragon Slayer's head into the wooden floor, breaking it apart.

"Hohoho… Calm down, Natsu." He chuckles as everyone screams sheepishly around him.

"Hyaaa! Not even a full hit!" Lucy yelps. Happy smiles as Ben pokes him with a stick. "Yeah! That's cause Gildarts is the strongest!"

"…I'm gonna make sure he doesn't move for a bit. His durability is insane, so no telling when he'll randomly just stand up from a blow like that." He narrows his eyes as he goes for his neck. Happy's eyes twinkle as he hears the familiar screech of a certain grasp go off.

"Gaaaawaaaagh…! For the love of…damn it Ben!" Natsu barks as he remains motionless on the ground. Wendy blinks as she looks over his body in a worried matter.

"B-Ben, what did you do?" She hesitantly asks her teammate as Ben wipes his hands off in a satisfied matter.

 _"Hephaestan Nuero Grip. Useful for subduing all matter of prey…"_ He quotes again as he places his hands on his hips.

"I wanna learn how to do that!" Happy flies around him. Ben pulls on his tail as he looks at him with half eyes.

"If I taught you how to do that, you'd to it to everyone in the guild." He reveals. Happy chuckles nervously as his secret plan got away. "And don't worry, Wendy. It's not permanent. Although it usually lasts around 10 minutes or so, I pinched an extra sensitive part, so it'll last around half an hour or so. Plenty of time to clean up with Natsu down for the count."

"Grr… Gah, I hate it when he does that!" Natsu tried to squirm about, only to just lie in place.

Lily blinks at all of this random action and nonsense in confusion and wonder. "This is what a guild is like… Oh my."

"Everyone gets the same expression, I can't blame you." Carla shrugs as Happy flies over.

"Yeah, but that's what makes this place all the more fun to be in!"

Wendy nods as Erza and Ben walk over to join in on the talk. "And everyone here has magic power inside their bodies? That is…truly fearsome, and amazing at that."

"Yes. These are the Earthland Wizards, Lily." She responds. His ears twitch upon hearing his voice. "Erza."

"Say, you worked with her before, yes? It's remarkable to see that you're still partnered with her in a way." Carla comments.

"Yes, but the magic itself isn't what defines a mage. It's the heart that makes them truly unique in-between every individual." She comments. Ben was going to snicker against that seemingly corny talk, but he decided not to upon seeing Lily nod in response.

"OI! Since we're talking about that, SALAMANDER, LITTLE SHRIMP AND MONSTER KID! Let's have a fight between my Lily, the blue and white cats, and his green cat form! Come on!" Gajeel suddenly crashes out from another table, freaking out Alzack and Bisca. The two dodge a table that he swings out of his way.

"Huuuuuh?!" Natsu suddenly says, standing up. Ben gawks over in shock as he does a spit take.

Wendy whimpers a little as he sees her fellow Dragons stomp towards each other. Lucy couldn't help but chuckle in a worried matter as Ben continued to look down at his arm, and at Natsu.

"Who, what… How?!" He didn't understand.

"Looks like your partner is a real bigshot there…" The blonde said to Lily Wendy whims out in astonishment. Levy gives the young girl a half smile as she holds onto a cup.

"Well, if Ben's with you… You'll…probably survive?" She wondered herself as everyone sees the Dragons slam their foreheads together.

"HA! I'VE BEEN WAITING FOR YOU TO ASK, YA CORNY STEEL TRAP!"

"GEHEE! SAME HERE, YA FLIMY FLAME! JUST TO LET YA KNOW, MY LILY IS THE _STRONGEST_ OF THE STRONG!"

"OH?! THEN HAPPY IS THE CATTIEST OF THE CATS, SO HOW'S THAT FOR YA?!

"That doesn't even make sense!" Happy's eyes pop out as he feels as though the situation was starting to escalate to a dangerous level. "Aaaand… I'm pretty sure I'd lose in an instant…"

"Oh? Giving up without even trying? How lame." Carla actually retorts, much to the surprise of the blue cat. Ben was about to transform into Aerofel, but Lily puts a hand up in a negative response.

"No, even though I'm like this, I was still a Regiment Commander of the Army back in Edolas. Useless fighting will only lead to harsh injuries, so I'm going to have to say no to this fight." He declines the offer.

"Thank goodness… That's true." Happy sweats a bit as he hears joyful words go into his ears.

"You're quite mature, I see." Erza notes. Ben looks at her with a strange expression as he holds the Omnitrix up.

"Erza… Lily is at least seven years older than Happy and Carla. Isn't he already an adult…?" He whispers to no one. Wendy heard it though, and she simply smiles at his confused tone.

"Aren't they just acting childish?" Lily then says. "Well, let's get along, Carla, Happy."

"Aye!"

"Oh good…" Wendy sighs in relief, glad that she's not going to see a bloody revolution between the cats. She and the rest of the group then turn to see a bunch of members fighting.

"Oh. So then why are the main people fighting already?" Carla sweat drops. Happy grins. "Even Gray and Elfman are in the rumble too!"

"Naked bodies to naked bodies… JUVIA WANTS IN TOO!" Juvia begins to strip, but Lucy holds her back as she turns to Freed, who begins to walk into the crowd as well.

"Cutting loose isn't bad if it's once in a while!" He yells. Bickslow and Nab follow up as well. "Yeah! Let's join on this rad party!"

"C-Come on everyone, stop already!" Wendy tried to yell out towards them. Ben rolls his eyes as Lucy shakes her head.

"I knew this would happen…" She groans. Lisanna however smiles at this.

"Nah, this is the only way Fairy Tail will be Fairy Tail though!"

"Not when they start throwing chairs and crap everywhere though!" Ben growls as he pushes himself and Wendy out from the way of a flying table. He holds her in his arms as he frowns, because a random amount of objects in the guild seemed to have been tossed in their way.

"Oh, Omni-san wasn't like that with the Wendy from Edolas, ho ho ho…" Lisanna's eyes glitter. "Hey, are those two dating yet?"

"Even though they look like it, they're just like Alzack and Bisca at the moment, as much as I would not like to compare their rising relationship to them…" Carla sighs. "They hugged, gone on missions together, heck, I was there when they kissed! And that was two times!"

"What?!" Bisca popped out.

"I know, right?!"

"H-Hey! That was when I was influenced by my Dragon nature!"

"And I did it to have her swallow that pill!"

"Riiiiight… Keep telling yourselves that…" Happy grins. "You luuuu—BWAH!"

Both Wendy and Ben blast him away using the Omni Tool and the Blue Waves, though everyone could see that their faces were lava red in embarrassment. Lisanna and Carla continue to tease the two as Makarov then gets an interesting thought in his head.

"Oi, Natsu!" The flame mage stops pulling on Nab's face to turn back. "What was the me like over there?" He asks with curiosity as he takes a whiff of his beer.

"Eh… Huh, I'm not actually sure…"

"I'm sure he was backwards compared to me, right? I'm curious!" He smiles. Natsu thinks about it for a moment, and his eyes widen as he rushes to his face.

"Oh, I think your counterpart might've been the king!" He says. Ben and Wendy stop to stare at the flame head in minor disbelief. Natsu however snickers as Gildarts look at each other while shrugging in confusion.

"OI NATSU, THE HELL ARE YA DOING?!" Gray yells from the dust cloud of fights.

"BE A MAN ABOUT I—"

"That's it, everyone's sleeping!" Ben finally snaps, slamming the Omnitrix core. Everyone starts to scream as Gutrot steams out a bunch of sleeping gas, and before they could run out from the entrance way, Wendy had already closed the doorway somehow.

"The Demon Couple!" Nab yells as he and the rest of the crowd starts to choke on the gas. A vein pops on Gutrot's head as he slugs him in the face.

"Quit saying that, will ya?!" He says as he presses the Omnitrix dial. As Ben pants in annoyance, he could hear Wendy pouting behind him.

"Mouuu…"

"E-Eh? Did I say something bad?" Ben blinks as he sweat drops. Wendy just huffs as she looks away from his gaze. "Wait… Oohhh…Uhm… Well, I…"

"Come on, just admit it, Ben!" Happy lands on his head with a bruised face. "We all knooooooow~!"

"S-Shut it, cat!" Throwing him away, he pants a little as his cheeks go a little red. "I just don't know how to tell her…" He then mumbles. Carla however then appears behind him, hearing every word he just said.

 _'Ooooya?'_ She grins as she flies to Wendy. "Wendy, let's go home. We have a little 'planning' for you to do tomorrow…"

"Planning?" She stops her pouting to turn to her partner.

"Exactly… A plan to get him and you together, and tomorrow's the perfect opportunity to use those! You're both free, soooo… Go. For. It!" She whispered that last part into her ears, making the girl's blue hair burst into a sakura blossom for a second as they walk out.

Ben cocked an eyebrow at their scene, wondering why Wendy was now acting all fuzzy and nervous. Turning to face the sleeping guild members though, only Gildarts and Makarov were seen still awake, and they were merely chuckling at the view.

"Gahahah! Ah, this place is always lively." The S-Class gets up, and pats Ben on the shoulder as he begins to leave. "Well, see you later, Ben! Good night!"

"Ah, yeah… Master, were you and Gildarts planning something, or…something?" Ben then asked the old man. Makarov merely grins as nods.

"Well, it's something for later. Why don't you wait and see what we have in mind. It'll take around a week to get ready, so why don't you just look forward to the event?" He then said.

"Well…alright then. I'll see you later." Waving him goodbye, he activated the Omnitrix and morphed into Fasttrack.

Zooming out, Makarov sighs in joy as he finishes his beer.

"Well, as much controversy as it's going to cause, his inclusion is going to be an important one, and a very powerful aspect at that."

* * *

 **…**

The next day…

"L-let's go to the Resort!"

Practically all the members of Team Natsu did a spit take upon seeing two puffs of red blow up. The team was sitting at a table that was quite a fair distance, and it was Erza that first noticed the two youths sitting at a balcony around the far corner of the guild hall.

"W-What?! U-Um… Do you mean you wanna go…as a da—" Before Ben could finish that word, Wendy covers his mouth as her eyes were shadowed by her hair, leaving only a visible face of cherry red instead.

Glancing about in a cautious matter, Wendy slowly went to his ear.

 _"Let's…go out to A-Akane Resort. As a…d-date!"_

Taking those words in for a moment, it was then that the two finally exploded due to the awkwardness, drawing the attention of Team Natsu. Erza suddenly got shivers as she narrowed her eyes in suspicion. Carla was with them this time, with Happy noticing that she gave a fist bump.

"Carla? What's going on between Ben and Wendy?" He asked while snubbing on a fish. The white cat turns to him with a smile.

"Oh, just something that I wanted to happen so badly. It's like you said, Happy. Everyone knew about it, so I decided to make Wendy go and finally tip over that wall."

Happy immediately darts his eyes over to the two, who were now looking away from each other. Their faces were still beet red, but it seems that they were in agreement for something, as shown by their small smiles shown on their faces.

"Oooooooh… Ya mean it's finally starting?!" Happy stands up. "Oh boy! Let's see how this goes out!"

"See how what goes out?" Natsu asked while swallowing a meatball. Erza punches him in the face as she starts to sneak over to them. Gray flinches as he moves out of the way for his body to drop.

"Huh? Erza, what're you—"

"Quiet! This is a life and death situation for someone's love life!" She hisses as she threaten to stab him with sword. Gray immediately puts his hands up as if he were getting arrested as he backs up.

Practically slithering to Ben and Wendy behind a pillar, she watches as they start to walk out of the guild hall with smiles on their faces. Her eye twitches as Happy and Carla float next to her.

"…Are they, going on the level 10 activity?!" Her eyes practically go bloodshot as she crushes the wooden structure.

"Yep! I made a plan to make Wendy confess her feelings! It's flawless!" Carla boasts. Erza was going to strangle the cat, but she instead sighed heavily as she looked on.

"They're not ready yet though! They need to become more acquainted with one another, and grow up a little more and—"

"If I may be so bold, Erza-san. Those two have already matured to stages that normal kids shouldn't have. Surviving in an alternate prison for two years, or engaging in defeating countless dangerous scenarios where their lives were at risk? Besides their experience in romance, this is a great start for their relationship to deepen greatly!" Carla baffles.

"But…but…"

"A-bah-bah-bah! No buts, my sword wielding warrior! You may be an elder sister like figure to those two, but it's up to them to break away and establish their own beginnings. All we can do is nudge them to start it! That's why…we're also going!" She then says as she takes a pair of shades out, as well as three tickets to Akane Resort.

"Tickets? Where and when did you get those?" Happy looks at them in confusion. Carla adjusts her shades as she folds her arms.

"Don't concern yourself with non-important factors, he-cat! What matters right now is helping Wendy's love life launch on a good start!" She says. "They're going right now as we speak, so away we should go as well!"

"But what about money, and clothing and stu—"

"Grr… I understand, master!" Erza cries out as she suddenly changes to her vacation ware. "We must send off our young with all our hopes and blessings!"

Racing off with her luggage, Carla begins to fly off with her, leaving Happy with a confused look on his face as Gray and Natsu merely sat with blank faces. He glances back at them, and blinks a few times for no reason.

"Uh… Yeah. I'll…see you guys later then?" Flying off to rendezvous with them, Natsu and Gray could only continue to watch with confused expressions, but their faces soon turned to horror as they watch a slab of blue slither across them.

"…Juvia has this weird gut feeling… Ben-kun is in a sort of predicament? Must…follow…?" She utters, or at least that's what they could interpret from her low grumbling as Juvia drags herself out of the hall.

"Gray?"

"…Yeah?"

"What the hell is going on now?"

"I'll tell you guys!" Lisanna responds as she hugs Natsu from behind. The two look at her with question marks popping on their heads. The white haired teen gives then a sneaky grin as she opens her mouth wide.

"They're going on a daaaate~~!"

* * *

 **…**

Prior to all of this though…

"W-wait…Carla! I've…I've never been on a d-date before…" She stuttered to her Exceed. "I…I don't know what to do for something as big as this!"

In the all-girls dormitory known as Fairy Hills, Carla and Wendy were discussing the white cat's 'plan' for Wendy. Of course, this was all in name, and in reality it was just a setup for Carla to have Wendy and Ben finally get together. Since her recent change in behavior following up the recent events, such as the Nirvana, Daphne, and now Edolas incidents, Carla herself had changed into a much more ongoing, yet still regal being.

That didn't stop her from being mischievous from time to time, and Ben could already tell that from when the duo first met him during that mission into the ruins.

Inside the dormitory, Wendy laid upon her bed and looked up at the ceiling with her body spread out like a flying chipmunk. She was reflecting on her recent call outs to her crush, as well as going through her memories of their adventures and shenanigans.

"Come on girl! At this rate, you'll be one of those girls who stands by as another gal comes over and swoops your guy off his feet! What did they call in one of Erza's novels again? Net...mor… Something like that!"

"Yeah, but still! I can't just go up and ask him go to on a date with me! That's like a c-confession all in itself, ya know!" Wendy twirls her hair as she puffs her cheeks up.

The girl had only known what the word meant. Romance, something that had to do with a girl and boy realizing their feelings for one another, and taking action according to those feelings. That's what she learned, but the steps to accomplish that goal in the first place? No, she didn't know a single thing, other than from her little to no knowledge on the subjects based on biased stories based on the novels that Erza and Levy would lend out to her.

"Yes, but you have to start somewhere! You and he are practically always together, and you've closed the gap between yourselves faster than the rate that Alzack and Bisca have been going for years!" The cat insisted on establishing her defenses on the matters.

That made Wendy blush like crazy though as she started to recall all those moments. Things like casually holding hands with him, or grabbing onto his arm and body in an affectionate matter. Now that she was starting to remember them, she covered her face in embarrassment as steam fizzled off her head.

"Oh my gosh… Just kill me right now…" She whimpered.

Not to say she was opposed to the thought of being with Ben. It would be a dream come true to be with the boy she liked, the one she had marked as her mate as a Dragon Slayer. Thanks to her recent experience with the Nirvana incident, the Saints Blues Academy job as well as others, she had cast off her fears of shyness and was ready to move on with her life, as flamboyant as that sounded. After so long, she was finally ready to open her heart to someone…

However, there lied the question. Or rather, questions.

She had never felt this way before for anyone, much less a boy the same age as herself. She knew about falling in love, but going on dates and get togethers? What was she supposed to do? What was she going to wear? How long should it be? The questions came up in her head like jigsaw puzzles.

"Ohhh… How am I going to plan all of this out…?" She rubbed her head in frustration as she rolled on her bed. Carla sighed as she leaped onto the comforter with a sheet of paper on hand.

"Child, look at this." She says as she stops her motion. Wendy ceases, and as she sits up, she takes the paper and begins to scan its context with her eyes.

"…O-Okay, this looks like it can goooowait a minute! Carla, w-what's this last entry!" She shakes her finger as she points down at the last scribble. Carla smiles as she gestures herself towards it.

"It's exactly as it says. Once you do that, you two will be permanent couple. I'm sure of it!" She replies. Wendy goes blushing red again as her hands shake.

"A-Ah… You're sure? I mean… It's just so sudden!" She complains, although she was smiling a bit as her eyes started to swirl around.

"It's _puuurfect_!" She meows. "Now, you know what to do, all we need to do is get you ready for the date itself!"

"O-Okay…!" Wendy clenches her fists as she gives off a semi-confident look. A little blood trickled down her nose, but that was because she was imagining all the scenarios listed on the sheet going as planned.

"Now then, since you'll be going to the beach, so you're going to need one of those, one of these…"

Starting to go off on listing certain materials needed for their perfect plan, Wendy listened to her with an adamant feeling. How was this plan of theirs going to go out? Hopefully with a happy ending.

* * *

 **…**

Flashing forward towards the present!

The sounds of the train leading off to Akane Resort were wondrous. The hooting of the train engine as it rode on the tracks, the wind that blew over the blades of grass as they brushed against them…

Everything seemed peaceful…but it actually wasn't. If anything, it was stuffy, especially for a certain duo as they sat next to each other in the crowded train. Sitting in a train full of the elderly and young children with their parents was…not the best situation to be in.

"Momma, are those two going on a date?" A young boy asked his mother. Said duo's faces brightened to red hues as the mother tried to make them less awkward.

"N-Now now, those two must be feeling really excited about this. We shouldn't try to make it awkward for them, alright?" She tried to tell her child.

It wasn't really helping though. Ben tried to calm himself down by breathing in, but that all went down the drain once Wendy leaned her head against her shoulder, making his cheeks burn up once more.

 _'Damn these conscious passengers…!'_ He groaned inwardly as an elderly couple chuckled humbly. Wendy was already beyond embarrassment, with her expression practically giving her embarrassment off.

"Ah, young love! Isn't that right, honey?" An old woman giggles as she places her hand on her husband's.

"Surely! And by the looks of it, this is probably their first date as well!" He just had to add.

Both of their cheeks puffed up as they lowered their cheeks. Wendy had to cover her face with her hat as they continued to go through the awkward train ride.

For this 'date', Wendy went according to Carla's plan, and wore her attire of recommendation as they arrived for the train ride. It consisted of a tiered white dress, fastened with a blue bow, brown sandals and a beige chupalla. Wearing a sky blue t-shirt under her dress, a Fairy Tail emblem was brandished on her left deltoid.

Ben decided to go for the casual appearance as well. Wearing a tea green shirt with black stripes, he also wore a thin grey sleeveless jacket that had a hood. Going along with beige cargo pants, he wore white shin high socks with black and white sneakers, this one being different from his usual pair. A Fairy Tail emblem was also brandished on the edge of his shorts.

Deciding to look out the window to escape through the awkwardness, Wendy started to lean more into his chest, and could hear his heart beating at an alarming rate. Her eyes widen as she gave off a smile, closing her eyes as she started to enjoy the ride. Ben could tell that she was now starting to relax and took this moment to enjoy the peace and quiet they had until they reached Akane Resort.

 _'This is it Ben… Just be yourself, make sure she doesn't cry…'_ He solemnly repeated in his mind. The last thing he wanted to do was to give his first crush the worst experience she could ever have.

And…with his damn luck, the chance of the Universe leaning over to cause some form of mischief? Probably very high, but this _was_ a different one compared to Ben's. So, maybe he would have a blink of hope for himself and Wendy? Who knows.

Howeveeeeer… From around 4 rows down, a certain redhead peeked out from her seat, looking from the topside of the row in front of her. Obviously having a disguise, Erza glared down the train side to see the two leaning on one another.

"Oh my gosh, they're casually doing level 6 activities… Master, shall I intervene?" She then glances down to see Carla reading a magazine.

"Relax, Erza. This is just the ride to the resort. The real action starts once we get there." She says as she flips a page. Happy sweat dropped from where he sat.

"I knew I was one to tease, but I didn't think I would be playing a cupid… If I was going to do that, I would've gone and done it for Alzack and Bisca already." He folds his arms. The cats wore summer outfits as well, but Erza was decked out in spying gear.

Many of the passengers were…unfortunately conscious about the redhead's attempts to plan a spying procedure, but at least someone else's attempt to do wasn't as obvious.

Reforming into her solid body, Juvia finally snaps back to reality as she lets out a small yelp. Looking around, she blinked several times as she tried to figure out where she was.

"Where is Juvia? Juvia was at the guild at first admiring Gray-sama from a distance, but then…wait, Juvia remembers! Ben-kun felt different…"

Peeking up from her seat, her eyes scanned the area, but once she laid eyes on the now sleeping couple, her entire figure practically froze, before shattering into countless pieces.

Quickly reforming once more, she started to breath hard as she holds her hands over her mouth in surprise.

"C-could…could this be it?" she said with a starry-eyed look. "Ben-kun and Wendy-chan are going on a d-da-" She couldn't even finish that sentence as her nose started to burst out blood, freaking out some of the passerby near her.

"Ben-kyuuun… Juvia has watched you grow into an…adult…" She uttered before fainting. Ben unconsciously responded as he shuttered in his sleep, but of course that looked different do Erza.

"I swear to God, if they're pretending to be sleeping and just cuddling for the hell of it…!" A violent red aura formed around her body as Happy instinctively backed up towards the walls of the train.

"I think someone's gonna die by the end of this…"

* * *

 **…**

"Oi, Lisanna! What's with the giant pelican form?!" Gray squirms around in what appeared to be a giant pelican's mouth. The rest of Team Natsu was currently lying squished inside throat pouch of a transformed Lisanna.

"Qeeet movin' around! My throat is sensitive!" The Take-Over exclaimed loudly as continued to flap around.

"Kill me…" Lucy mumbled.

As per the standard of the Strauss Siblings, each of them had apparent parts of their human forms present every time they initiated a Take-Over. Lisanna's pelican Take-Over took the form of a large white pelican with a pinkish orange beak, and had turquoise accents on her wings. Her eyes were the same as her human form, but her hairstyle remained on her head.

The four were currently following Ben and Wendy to their date via the air. It came to a great shock to everyone that they were finally starting. Lucy figured that the two would slowly build up their relationship a bit more, but Lisanna pretty much explained to them that the moment she laid eyes on those two, all they needed was a little push to get things starting.

"But to think, they're already going on a date. How long have Bisca and Alzack been dwindling around? Years at least?" The ice mage folded his arms.

"Really? I think it was longer." Natsu replied. "Like the moment Bisca came into the guild, Alzack and her practically fell for each other at a glance."

"And yet they still haven't gone out yet…" Lisanna groans as she continues to flap herself over. "Say, by the way, when did those two join the guild?"

"Huh, you mean Ben and Wendy?" Lucy then glanced up. "Uhm, I think Ben joined after the S-Class mission at Galuna Island, right guys?"

"U-Uh…yeah. Lucy, we don't talk about that, re-mem-ber?!" Gray hushed her mouth, but Lisanna was already in Retort Mode as she gasped.

"Wait, an S-Class job?! Since when did you guys become S-Class members?"

"We didn't. Natsu and Happy went off and grabbed one of them during the middle of the night." Gray remembers with an annoying look on his face. Natsu however grins as he folds his arms in remembrance.

"Ah, I remember that! We ended up saving those Demon guys that were affected by some kind of moon spell or something!" He recalls. Lisanna hums.

"Interesting… But, anyways. Back to the subject at hand! So, when did he join the guild specifically?" She continued on. Lucy rubs her hands as she begins to remember.

"Oh… Well…Oh! When we were coming back from the job, right when we were about to enter the guild hall, he came crashing out from a wormhole!: Her eyes widened. Natsu grins.

"That was wickedly cool too! He blew apart the entire thing in one slam!" He says in attempt to mimic the move by slamming his hands together. Gray rolls his eyes though.

"Luckily for us he was able to repair everything at least…"

"So, he used Clockwork?" Lisanna guessed.

"Huh, I'm surprised you know the form." He glanced up in mild surprise.

"Yeah… There were a bunch of times when the guild back in Edolas went rampart, and not just because of their usual shenanigans." She chuckled, and then focused on flying.

"Sooo… When did Wendy-chan join up?" She then asked.

"Oh, lemme explain this one!" Natsu raised his hand, accidentally slapping Lucy in the face. "Ya see, we were actually tasked with taking out one of these Dark Guild from the…Bacon Alliance?"

"No, you flame brain! The Oración Seis were a part of the Balam Alliance!" Gray corrected. Lisanna practically dove in shock in response though.

"Wait, one of the three Dark Guilds associated with the Alliance?! How'd you guys survive, let alone complete that mission?" She sweats a bit. Lucy chuckles nervously.

"Well, luckily for us, Fairy Tail collaborated with a few different other guilds, one from which Wendy and Carla were from. They were in a guild known as Cait Shelter."

"Oh, Cait Shelter? I know that guild! I bought some dresses from their place sometime ago!" She remembers with a cheerful expression. "Wait, you said they were a part of that guild? What happened to it?"

"Well, turns out…the Master of the guild was actually…now don't get me wrong; a lingering _ghost_ of an ancient tribe that created a devastating magical weapon that the Seis were searching out for. Once we defeated them and destroyed it, he finally passed on." Gray gave out the simplified summary.

"Well… It's not the most ridiculous thing I've heard so far… So, I guess since that the Guild Master passed on, the guild disbanded?" Gray and Lucy nod at this. Lisanna then smiles, or at least tries to.

"Wonderful! So…on to our spicy topic! When did Ben and Wendy-chan first meet?! How did they become acquainted with each other so quickly?!" She then started to go on her frenzy. Lucy and Gray sweat dropped at her similar gestures to her older sister as Natsu actually starts to…

"Oh God… I just realized we're _riding_ something…!" He groans as his mouth starts to puff up. Everyone squabbles around as Lisanna hurriedly tried to land.

"Natsu, don't you dare barf in my mouth!"

"No, don't he dare barf on _us_!" Lucy barked, referring to her and Gray.

As much as they tried to avoid the inevitable coming of rainbow colored liquid, from afar, Erza and the others could've sworn they heard three hysterical screams from afar…

* * *

 **…**

The sun shined over the horizon of the ocean as the train came to a halt in front of Akane Beach, or Akane Resort, whichever one you want to call it. Outside the massive resort, many people were starting to get off once the engine roared off, which caused Ben's snoring to come to a halt as his eyes shuttered open.

"Wassahey?! Oh…the train stopped…" He yawns a bit as he tries to wipe his eyes. He was going to use his left arm, but he then realized that Wendy's arms and body were covering it. Ben smirks upon seeing the sleeping girl's adorable smile as a little drool went down her jaw.

Wiping his eyes with his right hand, he then lightly poked her cheek, causing her to moan a bit, before her sleep eyes slowly opened.

"Ale~? Oh… Oh my gosh!" Her eyes suddenly widened upon realizing where she was. Her face brightened a bit as she let go of her arm, wiping away her drool.

"Hehe. Wakey, wakey, sleepyhead." He said as he placed her hat onto her head with a smile. Wendy pouted a bit as the two got up.

Taking their luggage off the train, after everyone else left, the other inconspicuous group slowly exited the vehicle in an…attempted matter at being stealthy. Erza Re-quiped into her outfit that she initially wore then she went to Akane Resort before, dragging Happy by his tail as Carla flew off.

"They were sleeping so causally!" Erza mutters with bloodshot eyes. "How bold this new generation is…"

"Girl, that's how normal couples are like…" Happy groans as she pulls her enormous amount of luggage out. It was a miracle that neither Wendy nor Ben noticed it.

The pair walked on as Erza and company started to stalk them. Entering the town gates, after a minute or so, four screaming voices were heard as they crashed into a large bush, shaking the ground around them as several people looked at them with awkward faces.

"Ugh… At least Edolas' Natsu wasn't so bad with his motion sickness…" Lisanna groans as she steps out from the bush, horrified at the beige splatter on her blue blouse. She was hesitant to even move in fear of it moving about on her body.

"Get your ass off me, barf breath!" Gray yells as he launches Natsu away with an ice explosion. Crawling out with a frown on his face, he was already topless, and not because of his usual tendency to strip, but because the majority of the barf covered his entire jacket.

"I can't help it…I'm bad with vehicles…" Said throw up boy mutters as he lays on the floor. Lucy hisses at him as she jumps out.

"Who thinks of their friends as vehicles?! Didn't you tell me that Happy wasn't a vehicle? Why the hell doesn't that apply to Lisanna?!" She says as she kicks his butt several times.

"Ugh… Here, lemme freeze that off for you." Gray sighs as he walks over to Lisanna. Placing his hands over the barf, he breathes in, spawning blue circle that proceeded to make the barf cold and solid ice.

"Thanks…" She then says as she tears it off, throwing it on the ground in disgust. "I suppose that there are things that counter the good in Fairy Tail…"

"Hey, so where's Ben and Wendy? They should be around here, right?" Natsu recovers as usual, sniffing the air as the group starts to go off into the town.

"Hopefully not inside and having fun already. We need to record every second of this!" Lisanna grins as she flashes out a lacrima camera.

* * *

 **…**

"The last time I came here, the resort was destroyed…" Wendy reveals casually as she looks around. "So this is how it looks like actually…"

"H-Hah-hah… Yeah, well it wasn't me that caused it to get destroyed…" Ben sweat drops. Wendy giggles as she strolls a bit closer next to him as they walk near the entrance to the hotels.

"I guess it was Natsu-san and the others? I can see it happening in my imagination." She giggles as a thought bubble of Natsu getting into some kind of conflict pops into existence.

"Heh…" Ben replies nervously. Approaching the doorway, he opens the door for the two of them, welcoming themselves to the nice, air-conditioned lobby. They sigh in comfort as Wendy slips her hat off and lets it rest in her hands.

Parading over to the reception, the staff member's eyes open a little as she recognized Wendy. "Oh, hello again, miss!"

"Ah, hello!" Wendy bows a bit. Ben glances between the two. "Oh, this person helped to assign Carla and I to a room when we got here before."

The female member nods, and she holds a hand up to her mouth as she hides a smile. "So, are you bringing your boyfriend over here with you today, miss? Going for a special…occasion?" She teased.

The two blushed immensely as Ben coughed. "W-Well, for now, can we check in? We got some tickets from a recent event." He says as Wendy nods with robotic movements, taking a moment to take the pair of tickets out from her brown handbag.

The receptionist merely giggles as she takes the ticket, looking down at the context to verify the paper. After a few seconds, she nods, scanning the tickets and placing them down as she started to type a few things into a nearby lacrima system.

"Alright then. Two tickets for a pair of two for three days and two nights, yes? May I have your names?" She then glances at them with semi-gleaming eyes.

"Ben Tennyson…" He utters. Wendy gulps as she breathes out. "And Wendy Marvell, please!"

"Tennyson… Marvel… Okay, all set!" She finishes as she presses one final button. A small flash of blue spawns a key card, in which she then hands over to Ben.

"Your room will be on the six floor, room 12. Have a good time, you two~!" She says with a 'Happy' like expression on her face, rolling her tongue. Ben couldn't help but cover his red face with an arm as he takes the card with the other.

Wendy fiddles with her fingers as she lets out a small giggle, following Ben as they started to go towards the elevator. The nearby people were also smiling at how innocent they looked, and how good they appeared to be with one another.

As they started to wait for the mechanism to drop down, it was then that Erza and Carla poked their heads out from the doorway, watching them as the elevator doors opened. Before they went up, Erza narrows her eyes to see the room number on Ben's card.

"Room…12, on floor six…" She utters. "Let's go, Master!"

"Wait just a moment though. We need to make sure that they don't come down again in case they forgot about something." Carla holds her back from entering the lobby. Happy sighs as he sits on the ground.

"…Hah… It would be so much better if we could just rest right now."

Wheezing a bit, Happy wondered if it was because of his lack of exercise since coming back from Edolas. Rubbing his belly, he sighs as he holds a paw up to cover the killer rays of the sun.

"Ugh…" He groans. As he lays in dead-like state, a pair of footsteps were then starting to near the group. His eye blink as he then stares at two faces looking down at him.

"…A blue cat?" A female voice calls out. "How…adorable…but shameless!"

"C-Come on, Kagura. Why would there be... Happy? What are you doing here?" Simon blinks in surprise as his face hovers over Happy. He raises a paw as he jumps up.

"Hey, it's Simon! Erza, Simon's here!" He smiles.

Carla and Erza turn their faces around, and the redhead's eyes widen as she takes off her shades. Recognizing Simon, her eyes then turned to his companion.

"Simon… And, _Kagura-chan_ …!" She says as she lets go of the door. Kagura looks at the redhead with a confused expression on her face, but as she narrows her eyes towards her hair, they immediately open up like popcorn.

"…Erza-neesan?" Her jaw drops a bit.

Kagura was a young woman with a slim that had ample proportions. Her skin was a bit more fair than Simon's, and her hair was colored dark purple, with it being cut into a tradition Japanese "princess style". Her hazel eyes widened as her white headband with a white ribbon tied like a bow in the middle pointing straight up twitched like bunny ears.

Simon smiles. "It's been a while, Erza, Happy. And…your new friend?" He says as he extends a hand out for her to shake. "And guess what happened!"

Kagura and Erza snap out of their gazes, and the redhead shows a small smile as she returns the gesture. Happy flies up and high fives him as Carla starts to walk towards them.

"Hello there. I'm Carla, a new member of Fairy Tail." She bows slightly. Simon does the same action as he gestures towards Kagura.

"This is my younger sister, Kagura. Our last names are Mikazuchi." He says as he pats her on the head. His sister grumbles a bit as she folds her arms.

"Brother… Please stop." She mumbles in embarrassment. Erza however giggles as she turns to her.

"It's been a while though, Kagura-chan. How have you fared since then?" She then asked. Carla wondered what she was talking about, but Simon sighs with a little joy as he continues to pet his sister.

"Oh, she's been alright. After avoiding the grasp of those creeps, she ventured the world, discovering her magic and the like soon afterwards. She even got into a guild, although it's an only female one." He says.

"Oh, you mean Mermaid's Heel?" Simon nods.

"And guess who else is in there? Millianna recently joined under Kagura's recruitment." He then says, surprising her and Happy.

"Oh! What about Wally and Sho?" The cat then asks as he lands on Simon's head.

"They're alright. They're still traveling the world, having a good time. I guess Millianna just wanted to settle down somewhere and build her life from there."

"I see…" Erza smiles. "That's great."

Simon nods, but then looks into the lobby way. "So, what are you guys doing back here at Akane of all places again?" He then asks. Much to his and Kagura's shock, Erza flinches as she darts her face back in.

"O-Oh, nothing! N-Nothing suspicious or anything!" She quickly denied, even though Simon hadn't even asked anything regarding her recent actions.

"E-Erza?" Simon blinks. "Happy, what's she trying to do?"

"Oh, just spying on Ben when he's trying to go on a date with a girl." He casually remarks. Erza shivers, but she then responds by aggressively holding Happy by his tail as her face turns to a demon's.

 _"Let me tell you something Happy, Exceed partner of Natsu Dragneel… Why did you tell them that?!"_ She growled, much to Happy's horror as he responded with a spit take.

Kagura however cups her chin. "Ben…? Isn't that the child that you mentioned earlier, Brother?" She turns to Simon.

"Ah, yes. The one who was with us in the Tower of Heaven. The one and the same extraordinary child. He's here on a date? Erza, don't tell me you're spying on him…" He then places his hands on his hips as he turns to her.

Erza flails her arms around in denial though. "I-It's not what you think! It's just that I don't think he's ready for a relationship just yet!" She quickly blurted out.

Happy shrugs though, taking the risk of getting killed by Erza. "No, her overly-attached sister-like nature is taking over. Ben and Wendy are practically a pair already, they just haven't sealed the deal!"

"Oh… I see now. Interesting. Well then, I guess that gives us something to do, eh Kagura?" Simon smirks.

"Why are you asking me for…?" She rolls her eyes. "A childish endeavor between children, nothing more."

"What if I told you that Ben was a guy who can shape-shift into multiple creatures, or that Wendy is the Sky Dragon Slayer then?" Carla intervenes, giving a raised eyebrow by the Mikazuchi Siblings.

"That girl's a Dragon Slayer as well? I've heard about the Dragon Slayer from Phantom joining Fairy Tail as well, but to think there's a third one? Wow."

"Shape-shift? You mean like a Take-Over?" Kagura was now slightly interested. Simon shakes his head though.

"Not exactly. They're not Take-Overs, even though they may seem like it." He replies.

"What do you mean by that?" She then asks. He smirks again. "Well, you'll see once we start to join in on this spying festival our Erza's."

"You're with us? Perfect! Your Darkness Magic is perfect for hiding! Quick, let's go and check in!" She then says as she drags everyone, and her luggage somehow, into the lobby.

Quickly giving the receptionist their tickets, she gave them their key cards. As they waited for the elevator to come down however, Carla winces a little as she clenches her head.

"Agh, getting a vision!" She utters. "…Crap, they're coming down! Everyone, hide!"

"I got it." Simon says as he holds two fingers up. A black magic circle spawns, and wraps a black aura around everyone. Carrying them over to the side of the lobby, the doors opened to reveal Ben and Wendy.

"Oh, there they are!" Happy says.

"…So adorable…" Kagura mutters as she chews on her thumb while looking at the two. "But…so shameless…!"

Erza nods aggressively as they started to stroll pass them. However, right as they passed them, Ben and Wendy stopped in their tracks.

"Wendy? What's up?" He says as he fiddles with the Omnitrix. Wendy raises an eyebrow as she begins to sniff the air.

"I smell…something familiar. It was just here, but I can feel it around anymore." She replies as she tilts her head. "How strange."

"Familiar as in someone from the guild?" He then asked, starting to get a bit suspicious. "Because someone might be spying on us then…"

"N-No! I'm not thinking about something as crazy as that!" She stutters while her cheeks went red for a moment. "It's just…I don't know… I guess we'll find out."

"I suppose… We'll just keep your guard up then? As much as I hate to say it, Fairy Tail members practically attract trouble to th… Donuts. Maybe the Universe didn't hear that." He immediately covered his mouth as he frowned.

"Ben, I don't believe we're talking cause and effect…" She says as she giggles. Nudging him to go forward, she smiles as he puts up a bewildered look.

"Okay then… If you say so." He replies as they exit the lobby.

After waiting for several more seconds, Simon finally releases the spell, letting the party reappear into place. Several of the lobby passerby became startled from seeing the use of magic around here.

"We need to move, quickly. Let's drop off our things, and then start the mission!" Erza says with a fire in her eyes. Clenching her fists, she rushed towards the elevators with everyone in tow.

That meant that they were all squished between her luggage though, much to the chagrin of Simon and Kagura, who took up more room than the cats. The younger Mikazuchi grunts in remembrance as she tries to not suffocate.

"I remember now… Erza-san was always a person to pack more than she needed…"

"Tell me about it!" Her brother groaned.

* * *

…

Wendy walked aside Ben, but every so often she would take out the slip of paper that she got from Carla. Marbles of sweat dropped down their cheeks as the girl re-reads the context of the paper.

 _'Action 1: H-Hold hands with him the entire time!'_ She gulped as her hand started to shake.

Not to say that she didn't do such a thing before, but the note made her all the more conscious about it. She knew she did even more bolder things before, like hugging his arm or even…kissing him, but the occasion this time was all the more mind boggling.

Ben notices her troubled expression from the corner of his eye however. Fiddling his hands in his pocket for a bit, his ears reddened a bit as he suddenly goes for broke.

"…Hyah!" Wendy's hand was suddenly warm. Turning her head, her eyes shined like marbles as Ben scratched his cheek.

"T-This is a date, right? Let's hold hands…that's what a guy does for a girl, right?" He muttered while peeking at her face.

Grinning, Wendy practically purrs as she folds her arms around his, making him blush a bit as they start to go off to the amusement park. _'I guess that was the right move…'_

Now that he thought about it, the only real time he had a crush, or anything like that, was around four years ago when he had his first crush in the third grade. Obviously it couldn't compare to Wendy, but it was interesting to compare himself from back to now.

As the two neared the amusement park, Erza and company peaked out from Simon's aura of Darkness magic. Taking several peeks out, she urged everyone on to follow her as she ran to hide behind a large palm tree. Kagura sighed at this silly activity, but she followed the group nonetheless.

From a greater distance, Lisanna and company watched from the higher ground, with the white haired teen grinning as the rest of the team struggled to follow up.

"Target acquired…" They both utter…

* * *

 **…**

Entering through a giant gate that read out the words AKANE BEACH, Ben and Wendy gazed around the area with widened eyes.

"Woooah…" Wendy emitted a small yelp of astonishment. "This place is dazzling!"

"That's for sure." Even Ben was a bit impressed by the amount of attractions built around the resort. He hadn't gotten the chance to properly explore this place, with the destruction that was all around the last time he came here.

"Hey, let's go check that place out!" Wendy grabbed Ben's wrist as she pointed to an absurd roller coaster. The boy's eyes practically gave out at how steep it was, as it looked like it could easily exceed 20 stories in height.

"Uh… You sure you wanna go there, Wendy?" He pointed to the devilish red ride with a shaking finger. Glancing at her though, Wendy's eyes sparkled with anticipation as she pulled him along like a ragdoll.

"Yes~!" She yelped with a million-watt smile as pulled his arm. As the coaster came down, she immediately jumped in and strapped herself in. Although Ben sweat dropped, he smirked from seeing the smile that shined on her face.

 _'Well, at least she's ha—OH CRAAAAAAAAAAAAAAAAAAAAAAAAA—'_

That pleasant thought he just had went down into the scrap heap as the conductor activated the ride. Ben had just enough time to see a blur of the ride's sign, reading off the words _'The Devil's Abyssal Rush!'_.

"WOOOOHOOO!" Wendy screamed to the top of her lungs as she held onto her hat. Ben's face was being pushed back by the sheer wind force as he tried to stay conscious.

"Fooooor the love of sweet Celestialsapiens!" Managing to stabilize the force going against his face, he frowned as he went for the Omnitrix. Wendy however grabbed his arm, making him wince in nervousness.

"ISN'T THIS FUN, BEN?!" She yelled as she pointed forth. "LOOK, WE'RE GOING FOR AN ALLEY-LOOP!"

"What?! Son of a—"

Whoever made this ride truly was a demon. The ride itself launched its passengers with a blazing start through the use of lacrimas that used explosion magic.

What's even worse, the coaster itself would actually _fling_ off to land on another part, in which its eternal engines located in the back would activate another dosage of explosions, continuing onwards until they started to step up for the alley-loop.

Ben could only clench his teeth as his view started to go upside-down. Glancing at Wendy, he could only gloom at her beaming face. Closing his eyes, he simply decided to let the Universe have its way with him for now as he chuckled lifelessly…

"Heh-heh-heh… Kill me..."

* * *

 **…**

Ben and Wendy were currently walking down the stone steps away from the amusement park and onto the other street. The latter had a skip to her step as she beamed with joy while the former had an awkward look with sweat dripping down his face as he tried to hold something in his mouth.

"Ooh, what a thriller!" Wendy bounced, humming as she walked with an adorable rythum. "We certainly came here at the right time, right Ben?"

Ben chuckled weakly as he glanced back at the devil ride. True to her words, the rollercoaster certainly was a killer thrill, though itcame crashing down onto Ben's psyche as a result. The only thing that remained in his mind was that of his sanity that existed beforehand. He had to switch back to it because of how horrible the experience was.

Ben wondered if this was the aftermath of a Natsu moment after he got on a vehicle. When was riding, he could've sworn that he heard several more screams behind him, but by then he was already passed out from the pressure of the ride. That lingering thought dwelled in his mind, but he quickly puffed it out of existence once he saw Wendy's satisfied face.

Needless to say, Ben wasn't surprised that his guild mates may had have things they liked. He was getting used to it by now since it happened all the time in the guild hall, and he knew that Wendy had some tendencies to show her more…tomboy like nature. What he was not expecting was that he learned that people absolutely adored that attraction. Even though the ride had sucked the life out of him, the experience was…probably worth it?

"Sure…let's go with that." Ben commented sheepishly.

Ben and Wendy stepped onto the sunset street, catching the attention of a group of people consisting of several guys and girls.

"Hey, look! It's her!" one of the guys exclaimed, pointing at Ben. "The Null Fairy of Fairy Tail!"

"Great performance from that Fantasia Parade, man!" The second guy yelled.

"Yeah!" one of the women added. "You sure brought fangirls coming together, ya know!"

"You're amazing! Oh, and is that your girlfriend? She's the Sky Dragon Slayer, right? The Null Fairy and the Sky Maiden! How romantic!" the second women pleaded, with stars in her eyes.

Ben and Wendy paused and looked at the group in shock. "Oh geez…"

"I-I guess we have fans, huh?" Wendy sweat dropped. As the swarming fans started to pile around them, Ben narrowed his eyes as he started to look for a way to slip out from them.

Not wanting their date to get sidetracked, Ben immediately took action by taking the sky mage's left hand. "Sorry guys. We're in the middle of something right now! Some other time maybe!" He waved at the group before leading Wendy down the street.

Wendy blushed at how he just grabbed her. Looking down at his hand, he noticed how strong his grip was. _'His arm's so slender, but…I feel safe. It feels nice to hold onto to…'_

Ben turned to the blue head with a smile, making Wendy's face flush deeper. "Our date's not over yet. There's still a lot of things for us to do while the sun's still up."

 _'That's right. The date?! I was so preoccupied with the amusement park and its attractions, I almost forgot.'_ Wendy thought, feeling ashamed of herself as she let her face hang low.

The seemingly obvious couple walked down a few streets and strolled into what appeared to be an arcade before she decided to own up to her faults. "I-I'm sorry." She said, holding her head down.

"Sorry? What do you have to feel sorry for?" Ben said, confused.

"I…I let my crazed excitement get to my head…and…I nearly forgot that we were on a date, even though I was the one who asked you out in the first place..." Her face started to tear up with guilt.

The young teen merely smirked upon seeing her cute embarrassment. Reaching for her head, Wendy squeaked. Thinking she was going to get hit, her eyes shot open as Ben instead gave her a quick peck to her forehead, making her blush like mad.

 _"W-Wh-Whaaayaah…?"_ She murmured with shock in her dazed state.

"You know, for someone who's always trying to be a pacifist and look as innocent as you… Wendy, you can be pretty outgoing sometimes, you know." Ben commented, going for her ear.

"I like that quite a bit." He said while giving her a sly smile, blushing himself as he did so. Wendy's ears blew out steam as her knees gave out.

"Woah there…" He chuckled while supporting her by grabbing her waist. "You alright?"

 _"Nyaaau…_ I can't take all this sweet talk, you dummy…" She pouts as she gets back up. "That's it, we're playing! I'll make you pay for making me show you that embarrassing moment!"

Pointing at a nearby air hockey table, Ben grins as they both run to activate the machine, going to each of the ends.

"You're on then! Best out of ten!" He challenges his significant other. Wendy smiles confidently.

"Lucky number ten? Just letting you know, I have good reflexes and vision!" She boasts. Ben merely chuckles as the machine spawns in a disk.

The two play for a while, with both of them demonstrating an equal amount of skill for the time being. The two steadily made points off each other, but it was clear that Ben seemed to have the advantage. Wendy couldn't tell what, but she knew that he was holding back.

Slamming a disk into her end, Wendy growls as the score meter above Ben's head turns from an eight to a nine. Her score was still at seven, so this was the match point for the Omnitrix wielder.

"I know you're holding back, but why am I still losing then?!" Her cheeks puff up as she stomps on the ground in a playful matter.

Giving her a smirk, Ben twirls his puck in his hand as he pulls one more out. Wendy gasps as he slams both on the field. "Alright then, how about a proposition…?"

She gulps, but narrows her eyes as she gives him an unsure smile. "H-Hohoho… W-What kind of deal are you offering…?"

"If you can get one more point off of me using two pucks instead of one, regardless if I can get another point off of you, you'll win. You can even tell me to do one thing. Anything!"

"And how long do I have…"

"Let's give it… 3 minutes!" Ben replies. "If you can get one point off of me in two minutes from me playing ambidextrous, you can tell me to do any one thing."

"But… If _you_ can't, well…I'll just leave it your imagination." He then said with a sly grin as his and Wendy's cheeks went red for a second.

Wendy thinks about his words, with a couple of ideas immediately coming into her mind as she started to reference back to Carla's sheet. Some of her initial thoughts seemed harmless enough, even cute and fluffy at times, but as she continued to dwell deeper into her psyche, Ben noticed a bit of blood dripping down from her nose as she lets out a strange giggle.

"W-Wendy? W-What're…what are you…ouch! Wait, oh no…" He froze once he felt the Dragon Mark on his shoulder start to heat up. Shifting his gaze to her face, he gives out a girlish yelp.

 _"An-y-thing I want…? Hehehehe…my, my, my darling… I'm looking forward to this…"_ Wendy just went full Mate Mode, with her eyes going blank, her tender yet scary smile appearing. Ben started to sweat an immense amount of marbles down his forehead as her hair seemed to glow under the arcade light.

"Aw, crapbaskets… Maybe the Universe took my claim too seriously…"

Ben gulped as he gripped his pucks, preparing for the death match of a lifetime. Even Laxus would probably be scared by Wendy in her state…

* * *

 **...**

Later on, at night time…

"W-Wendy…chan?" Ben stuttered as he struggled to squirm away from a hand that stroked his cheek.

 _"Ehehehehehe… You're so cute…"_ Wendy whispers. Although she was out of her Mate Mode, she was still having those…thoughts in her head. She looked like she was going to hurt Ben, but in her mind…

 _'OHMYGOSHWHATDOIDONOWIWENTFULLONDRAGONINFLUENCEDATFIRST!'_ A storm rumbled in her mind as she continued to pet his head. Prior to this, Mate Mode Wendy tied Ben's arms and legs, restraining him fully.

The last note on Carla's sheet was none other than to use the ultimate abilities available to a woman: Cuddling, kissing, suggestive talking, anything was fair game when she told her that there was no one who would disturb them in the middle of the night in a locked room, all alone together…

Ben was freaking out, but…he seemed to actually enjoy this? As Wendy sat on his waist, her façade started to break apart as her blushing face exploded.

 _'O-Okay… Carla said to talk to Ben in a…suggestive way? L-Let's give that a try then…'_

 _"What should I do to you first…? Maybe here…?"_ She continues on with her sweet talk as she uses a finger to move down to Ben's chest. _"Or maybe here?"_

"U-Uh…" Ben couldn't believe how this situation turned out. Even after transforming into Ditto and going against her four to one, he somehow lost. As Wendy continued to skim around his body, she would occasionally sniff parts of him.

 _"I love your smell, you know."_ She says, making his blush go a bit deeper as she starts to cuddle her face into his chest, taking some sniffs.

 _'Oh he smells soo good… I think I'm going to get addicted to this…'_ She starts to giggle. Ben blinks, realizing something was a bit out of place. Cocking an eyebrow, he decided to go out with his thought.

"…Wendy, are you…just pretending to be influenced by any chance? Because the Dragon Mark isn't responding…" He narrows his eyes with a sneaky smile.

Wendy pops her head out from her cuddle zone, her eyes and face going back to her normal, embarrassed and shy self as she starts to stutter. "W-What?! N-No, of course not! What made you think that?!"

"I think you just wanted to enjoy the moment." He chuckles, making her pout as she began to untie him. As he sat up, she murmured some incomprehensible things as she fiddled with her fingers.

Wiggling his fingers, Ben then quickly turned her over, pushing her down onto the bed.

 _"Uhhhwaaa!"_ She yelped cutely as Ben slammed his arms down on both sides of her face. She stared into the fierce look that he gave her, before witnessing it turn into a warm smile.

"I just wanted…to thank you for today, you know?" He says. Wendy smiles.

"Sure, but for what?" She breathed.

"…I didn't want to tell anyone this, but after we got back from Edolas, it got me thinking about my own universe, the Earth were I originated from." His smile faded for a moment as he laid next to her.

"Oh…right. You and Omni-san originally came from different dimensions. I wonder how many kinds of realities there are." Wendy grasped the air as she wiggled her feet around.

"They say that with the infinite dimensions across space and time, it's hard to say whether or not you'll meet the same counterpart. Granted that Edolas was a parallel world to Earthland, Omni's and my world must've been similar."

"That's true. I also guess the flow of time also goes differently for them as well." She says as she turns to her side to facetime him." Ben smiles.

"Yes, but it got me thinking… Will I ever be able to go back to my world? Will I see my friends and family again?" He then closed his eyes with a sad smile.

"Ben…" Wendy strokes his hair.

"…Well, it's not like I think they're in any danger. With all the things that happened before I left, I figured that the folks back home would take the appropriate measures to ensure the safety of the Earth and other locations." He then returns to his usual smile.

"And besides, I can't exactly leave here. Fairy Tail's like another family to me. There's the goofballs like Natsu and Gray, the sensible ones like Lucy and Levy, the…sisterly ones like Erza and Juvia, the list goes on and on." He recalls.

Wendy giggles as she nods. "Of course. But you must worry about your other family, don't you?" Holding her legs together, she asks him that.

"Yeah, of course I do… But, I have someone special to me now, and I can't leave her behind without establishing a two-way path from Earth to Earthland, you know." He then says as he stares into her eyes.

Wendy stared at Ben in shock for a short moment, before blushing as he started to get closer. "B-Ben?"

"You asked me out, so I think you deserve to receive something from me." He says. Wendy's widen as both their faces start to blossom up.

 _"Wendy Marvell. Will…you go out with me?"_

Wendy's head steamed out immediately upon hearing his words. Cupping her cheeks, Ben anxiously waited for her response. As he gulped, Wendy then turned to his face with the brightest smile he ever saw from her as tears started to well from the corners of her eyes.

 _"Y-Yes! I'd love to—_

 _—Mmmph…!_ "

Her acceptance was cut off short as Ben pushed forward and wrapped his arms around her neck, locking her lips with his. That one motion settled it for them. The things that allowed both parties to come together. Absolute attraction and consent, love and the need for another part.

Wendy was quite surprised with how bold Ben was being, but quickly melted into the kiss and locked her hands with his. The warm and peaceful sensation she felt started to overtake her as she succumbed to the sensational feeling. There was no denying it now. She had found her mate, and now…they were one and together.

Staying in this containing situation for a little while longer, it was then that the two released their hold on each other as they gasped for air. The steam from their breathing could be seen as Wendy pushed Ben down, laying on top of him. Ben's Dragon Mark was now starting to glow with a blue aura, but it didn't matter to either one of them.

Wendy gives her partner a sly smile as she licks her lips. "Oh you… Look at you've done now…"

The two looked at each other in the eyes, before engaging in another embrace. Wendy was practically hanging onto Ben like a koala as the night continued on. If anyone were to come in, well, let's just say that they'd be amazed at what they'd be seeing.

As the two continued with their business, from behind their door, and from outside their balcony, two parties could be seen trying to eavesdrop. At least one person was blushing immensely from both sides, with another having some tempting thoughts to destroy things…

At this moment though, nothing could stop the new lovebirds. However, what could've happened later onward, well…that's a different story.

* * *

 **…**

Nearly two hours later, the couple admitted they were getting a little sleepy. They checked the time and were startled to see it was past midnight; it seemed that they had both lost track of time. Reluctantly, they decided to call it a night and sleep.

After taking turns to shower, the two laid together in their bed, cuddling together. Wendy had a satisfied look on her blushing face as she buried her head into Ben's chest. The boy chuckles a little as he pets her silky smooth hair.

"I guess we did go a bit crazy, huh?" He then said. Wendy pops her head out, giving off some smug giggles as she pokes his nose.

"You were the one who started it, you know?" She countered. "You awoke the Dragon inside me!"

"H-Hah-hah… So, how should we tell everyone then?" He then says.

"…Well, I think it'd be too embarrassing to outright tell them. Let's…keep it a secret between us for now?" Wendy suggests with a precious look. Ben blushed, but then sighed as he smiles.

"I guess… But we at least got to do so before Alzack and Bisca finally admit their feelings to one another!" He then says with a sarcastic smile.

"He-he…!" She giggles once more. Cuddling up together once more, the two's eyes finally started to droop, and after some time, the gentle sound of breathing could be heard from the two.

* * *

 **...**

The days that came after that night were smoother. The two weren't as awkward with one another anymore, usually only succumbing to embarrassing moments if people were to call them out, but when they were alone, it was practically peaceful.

They spent the rest of their days relaxing, as well as participating in other activities. They even tried to go to the casino, as much as it seemed funky to do so. Erza and Gray told Ben that the place was actually quite interesting, so he decided to give it a shot with Wendy. And although they didn't lose much or win much, they had fun while doing so.

Heading home to Magnolia Town after their days were up, the two fell asleep on the train once more, allowing us to view upon the various reactions the spectators of this newly formed couple were currently exporting out. While most of them consisted of swooning whistles and cheers, others were made from violent grunting and grumbles, and pretty much any other form of negativity though.

There was a certain individual who cried for the entire time she was there. Statistics say that the ocean level near the Resort suddenly sky rocketed all of a sudden from those past few days.

And so, after an hour passes, the two arrived back at Magnolia Town. Walking her back to Fairy Hills, Ben and Wendy enjoyed the walk back. Even the very same townsfolk that saw them regularly seemed to sense some kind of different feeling radiating off from the two, though it seemed like the couple didn't seem to sense any other their observance.

It took around 10 minutes to reach the hillside in which the dormitory was seen. Reaching the door, Wendy turned her back to the door to face the former.

"Thank you, Ben. It was wonderful trip!" She said sincerely.

"Me too," He smiled, and then began to rub the back of his head sheepishly. "So…I guess we're a thing now? Boy, it's going to be embarrassing to announce it to everyone, huh?"

Wendy blushed a little, but smiled. "Yeah… But, we'll do it eventually. Let's just enjoy the time we have until everyone corners and interrogates us."

Ben sweat dropped, but shrugs. "Hopefully there won't be much of a scene when that happens."

The brunet and blue head shared a warm smile, but both were feeling a little nervous about how everyone in the guild would respond to their relationship, regardless about what they just said at first. Nevertheless, they were confident that their guild mates would accept it, because if Alzack and Bisca could make everyone used to seeing a couple _just_ about to get together, they figured that their relationship wouldn't be treated as harshly.

Ben then stepped up and wrapped his arms around Wendy, pulling him into a heartwarming hug. Wendy didn't complain and wrapped her arms in return, smothering her face in his body as. The wizard and shape-shifter continued for a little while long, and after a few moments, they released their hold as Wendy went for the door.

"See ya, Ben." She waved him off. As he smiles and begins to turn around, Wendy smiles as she turns back towards the door.

 _'Love… It's a wonderful thing!'_ She says as she hums.

Opening the door however, the presence of what seemed to be absolute horror radiated out to the nearby area. Wendy drops her bags as her jaw drops, and Ben darts around on instinct. As he does so however, his jaw simply drops in fear.

"…Crapbaskets." They both say as the horrifying red entity steps out from the doorstep. Wendy and Ben hug each other in fear, and from inside, around half a dozen individuals could be seen poking out from the doorstep.

 _ **"** ** _HE_ LLO THERE, YOU TWO…"**_

"Eeeeek!" They both yelp as they start to shrink down in fear.

The avatar begins to fade away, revealing an initially _pissed_ off Erza, but after a few seconds, she dwindles down to her usual self as she crouches down in front of them.

"E-Erza? W-We're sorry if we did anything ba—" Erza placed a finger on Wendy's lips, sighing. She then gives them a deadpan smile as tears drop from her face like the ocean.

"Erza?" Ben gulped.

"I see you two have grown up… I can only watch as this goes on… WHY MUST YOU PUNISH ME SOOOOOOOOOO?!" She then cries out as she runs into the dormitory.

Ben and Wendy just…sat there in shock. The hell just happened? Erza was pissed, but she seemed so…accepting, as reluctant as she seemed to be. Standing up, the two start to enter the building, only to notice everyone there.

"…Huh? Natsu? Gray? Carla? Happy? Lisanna? Even Lucy? Why are you guys here?" Ben asks with rising suspicion in his voice.

Happy breaks the silence, with him being unable to contain his signature snicker as he and Lisanna take out two lacrima cameras. After pressing the buttons, dozens of images with Ben and Wendy appeared, making the two explode into shades of red.

"W-Whaaaaaat?!" Wendy cups her cheeks. "Why do you guys have all these pictures for?!"

"It's for remembering your very first date together!" Lisanna smiles warmly, but then presses the button again, showing the confession between Ben and Wendy. "I'm so happy for you two!"

"YOU TWO ARE IN LUUUUUUUUUUUUUUUVVVVVVVVVVV!" Happy finally screamed out. Natsu fell to the ground in laughter as Gray patted Ben's shoulder with a thumbs up.

"Nice job, Ben!" He smiles. Wendy could only roll into a ball to cover her ever-growing desire to hide and keep away from everyone. Carla however snaps her fingers.

"All according to plan…" She mumbles.

As they continue to celebrate their new found relationship, Ben finally gives out. Chuckling evilly, he activates the Omnitrix. After selecting the transformation he needed, he slammed down the dial. Out of reflex, everyone turned away from the blinding green light, and in Ben's place was instead Echo Echo.

"You guys are in some serious trouble!" He says as he splits into three. After each of them slam their Omnitrix dial, a trio of Raths replaced them as they roared loudly. Gray and Natsu squealed instinctively as Happy reluctantly comes forth.

"I know I'm gonna die, but Simon told me to say that he gives you your blessings." He manages to croak before getting smashed into the staircase.

 _" ** _Le_ mme tell ya something, Gray Fullbuster, Natsu Dragneel, Carla, Happy, Lucy Heartfilia, Lisanna Strauss, members of Fairy Tail that recently came back from Edolas via the Anima portal! YOU DON'T PISS OFF RATH!"**_

Lucy points at herself. "Wait, why me?!" Before she could get an answer, she yelps as she avoids a right hook from Rath 2.

"There's no stopping him! RUN AWAY!" Natsu and Gray tried to run out, but Raths 1 and 2 quickly picked them up and slammed them into the ground like he did back then.

"Ah crapbaskets…" Lisanna croaks as she sweat drops. "I DON'T REGRET THIS THOUGH!"

As the date of a lifetime came to a halt, so did the lives of so many more people. Of course, this was all fixed later on, but they all learned one thing. And that one thing, was the most dangerous thing of all...

 **Don't.**

 **Piss. Off.**

 **Rath.**

* * *

Yeah… The chapter's done. I don't think I wanna type an Author's Note, but I guess I'll do it anyways.

Future involvement regarding Edolas and Earthland may occur, but it's going to be strange when I incorporate the seven year gap after the Tenrou Island Arc. How do you guys think it should be like?

Did you guys like how I introduced Kagura? I think I made her too stingy, like Weiss. But I like her overall character and her attractiveness to cute things. Cute, and shameless at the same time?! HOHOHOHOHO…!

And this is just a joke, but should I place Erza's tier level for couples' physical touching? Like level one could be just being near them, lol. Ha, that might actually be level two!

So, with that all said and done, I'll see you all later on! I had a blast making this chapter, so I hope you all enjoyed this! I poured many hours into making this one, sooooo… The Huntsman From the Void deserves some loving now!

This was Emiyn, signing out! Please rate/review, and I'll see you guys in the next part!


	47. School? Oh no (OVA 2)

Hey guys, I'm not dead! AND GUESS WHAT?! Simultaneous uploads! One for this story, and the other for the Huntsman From the Void! Each a delicious around 15k worded work of art! Let's go!

I'm in no rush to go over this comment section, so without warning… HERE COMES THE NEXT CHAPTER!

Welcome back to the Null Fairy~! Lovely weather we're having over where I am right now! My umbrella flew off with the wind because it got blasted from my hand! Feels bad man… Oh, got side tracked. Anyhow, let's go over all the crap that happened in the review section!

 **TheAdmiralKJ12:** Didn't expect so much talking and discussion from you, ho-ho; even if it did include that comment war you had against that Anon a while ago. Love the continued support and suggestions, but as for leaving Ben and Wendy, they're going to be staying their current ages. This is the factor that makes this story different from other stories, after all.

 **Perseus12:** Thanks for your cheerful responses! Love the old reviewers coming back to comment on this humble story.

 **Ninjamon1228:** Thanks for your continued support as well. While the idea of combining aliens with Wendy, _combo_ attacks may be a significant idea to implement instead, like the ones I've sort of implemented into my RWBY story with both Teams RWBY and JNPR. Ben will obviously be swarmed with being a partner for the S-Class Trials, but I'll be revealing like that later on…

 **Nexus240** : Love dem ideas as usual! I've kinda implemented your armor idea into my RWBY story, but nevertheless I've incorporated some of your things into this as well. Perhaps I should include some other kind of alien override for a chapter, like how Swampfire's blooming took place in Omniverse. After all, we don't know the life cycles of many species in the Ben 10 Universe because he took off the Omnitrix at age 11.

 **Dragon Storm:** I _was_ thinking about creating a new story regarding Omni's venture into Edolas, as well as what happens during that time until the Edolas Arc comes into play. It could be interesting to write it from an older Ben Tennyson's view.

Regarding Ben's Universe, it's hard to say about how the condition is. After all, I've already introduced the Highbreed into the story, and at a great deal earlier than it was in earlier Canon. Vilgax, while he does have an army, it's still a question as to how big his army actually is.

 **Thallion:** Thanks a bunch! I hope my writing will continue to keep you satisfied.

 **Brain kang:** Those are some nice suggestions! Kicking Hawk will eventually be introduced into the story as with the rest of the canon aliens. It's also always a good opportunity to involve humor with Ben and his fear of clowns. Despite him saying that he got over it, I like how Omniverse got back into that joke with Zombozo and the Circus Freaks. Ben fighting Erza could be an interesting idea to write about as well.

 **TomahawkESP:** Yeah, just finished an algebra exam with that app (ah… Don't tell anyone I cheated for one problem). Also, pure, unadulterated kisses and cuddles. Keeping this at a tolerable level, but I guess you can go to your imagining about what _kinds_ of kissing they did. Not that I'm saying it's tongue…or anything.

 **Isaiah to BigJ:** Well, it's nice to see you reviewing as usual, but if you're gonna change ya name, why not just make an account? Sean did, and it's not a bad thing to do (entirely up to your choice in the making though). Thanks for the continued support though, thumbs up.

 **Sean Bruce to** **Sb2282490** **:** I read on that RWBY Ben 10 story. Guess he convinced you to finally make an account though, hope it wasn't a forced procedure! Kinda wondering what made you come up with that name though, however I'll get back to asking that in the future later on. Many thanks to your concern and continued support~!

 **Mika Mika poo po:** A chapter about a drunk Ben… Oh, maybe a chapter about a drunk _Demon Couple_ instead! That would be extremely funny to type up, let's come up with a few ideas~! THAT APPLIES TO EVERYONE ELSE AS WELL, HIT ME UP! Well, either that, or sleep walking Ben. Kek.

 **Basket in a Nutcase:** Love that username. Chapter comin' back at ya!

 **warhaven22** **:** It'll be an interesting thing to possibly re-introduce the Master Control into the story once more. Literally saying, Ben's pretty OP as he is, and I'm planning to give him additional features in the next Arc as well. How the function would be able to be applied possibly, truly will be a wonder.

So, back from the grave I am, and Spring Break around the corner for me! Did I mention that Fairy Tail's currently having a collaboration with the mobile game Unison League? I've played that thing for a while, and the moment I saw Wendy as a collectible character…I think I swooned in public. I WANT HER!

Uh…side tracked, yes. Anyhow, that's all I have to report for this session. I'll let you all get back into reading this new chapter, so away we go! As usual, let's go over the usual legal procedures so that none of this stuff goes to waste!

I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading to you all! A little different from my other chapters, even if this is one based on an OVA. Thanks for over 230,000 views, and over 440 Favorites and Follows.

* * *

 **Chapter 47:** _School? Oh No... (OVA 2)_

 **…**

A few days later after Ben and Wendy's first get-together, and the Fairy Tail members' stern…reminder of what not to do, everything seemed to have gone back to normal. The guild took on jobs, Natsu's group and some of the other members went on their usual shenanigans about tearing the place apart, but otherwise, everything seemed to be nice and tidy.

However, the one thing that was established that day was the forming of a new team, one that consisted of Ben, Wendy, and Carla. Much to the reluctantly of all the three of them, Natsu and company decided upon their name, dubbing them _"Dragon Storm"_. The Dragon part came from Wendy being a Dragon Slayer, but the Storm part came from Ben and his 'storm' of transformations. Nevertheless though, they decided to keep the name actually.

The morning sun was out with a few puffy clouds floating freely across the vast blue sky. The morning temperature was cool; however, since it was wintertime, the afternoon heat was expected to be snowy and very cold. For now, it felt very good to be outside in the town of Magnolia, even if the temperatures were going to drop.

Ben was seen walking over to the Fairy Hills dormitory to pick up Wendy, wearing the outfit he first wore during the Alliance mission, as he had grown to like it since then. Since everyone insisted on the two starting their first mission as an 'official team' today, the two were more or less forced to do so. Not that he and Wendy were declined to do so, but it just made the whole thing a little more awkward. The two wanted to slowly reveal their pairing at the right time, but…that went completely went down the drain for them.

As he walked, he did think about all the events that went through for him and his girlfriend. Their first meeting through Duncan's job, then their…humorous reunion at the Saints Blues Academy. He realized that the only time that they were properly introduced one another to each other properly was when the teams of the Wizard Alliance formed to take on the Oración Seis, even if the meeting itself was so Fairy Tail like.

He did muse at the memories as he chuckles a little, smiling as he approached the hill that reached out towards the cliff side. Hearing the ocean waves slam onto the bottom of the hillside, he crosses underneath the giant arched sign of the dormitory.

 _'I always get the jitters when I cross underneath that, like something's haunting it… Is that old lady that Lucy got that job from still haunting this place or something?'_ Ben thought, curious to this weird feeling on his back as he glances behind himself.

Stepping up onto the porch and knocking onto the door that bordered the dormitory from the outside, he waited for someone to respond. With no response after a while though he raises an eyebrow, knocking slightly every so often in a way that didn't seemed to be annoying.

 _'That's kind of odd.'_ Ben blinks in wonder. _'I wonder what everyone is doing. Erza or someone else should've answered by now.'_

Backing up to see the dormitory in its whole, he glances up towards the windows, hoping to see one of them open. Much to his misfortune though, as expected because of the recent changes in seasons, all the girl's rooms had their windows shut tightly. Ben scratches his cheek, activating the Omnitrix.

"Alright then… Sorry, but I'm coming in. Excuse me…" He whispers in apology as he pushes the core down.

A flash of green replaces himself with Goop. Squeezing through the keyhole, he enters the lobby and reverts back into Ben. He takes his jacket off, revealing a white t-shirt with green stripes underneath. Letting it hang on his arm, he begins to walk towards the end of the room upon eyeing the staircase that led to the rooms of the girls living in the dorm.

Skipping up the steps, Ben makes a small sound as he jumps onto the second floor. Turning around a corner, the first room that came into his sight was that of Levy's. Deciding to see if anyone was even home, he knocks on her door.

"Levy? You up?" He asks from behind. There was no response though.

Holding onto the doorknob, it was revealed that it was unlocked. Raising an eyebrow, he turns the knob and enters the room. As expected, the unsightly view of the room was that it was filled to the brim with books upon books in both bookshelves and on the floor. Chuckling a little sarcastically as he steps over a pile, he gently closes the door as he enters.

"Levy?" He calls out once more.

Going through the clustered room and turning right, he sees Levy still in her bed, which consisted of a large mattress on top of a wooden frame. She was seen sleeping soundly, which was a surprise to Ben. Checking the Omnitrix, the time was actually starting to close in to noon.

"Levy, it's time to wake up. It's already noon…" He smiles as he taps her cheek.

To his concern however, she wasn't waking up. Frowning a bit, he took the covers off, observing her body for any abnormalities. He blinks a few times, not noticing anything bad happening to her. He wondered what was happening with her body, with the worry in his own rising.

"…Are the rest of the girls like this? I gotta check this out." He says as he turns to exit Levy's room, but not before tucking her back in.

Closing her door, Ben begins to run towards the end of the hall with his worried look growing. Skidding a little as he reached the entrance of Wendy and Carla's room, he whispers an apology.

"Sorry for this, but…" Doing a quick shoulder-tackle, he breaks into the girls' room.

Darting his eyes towards Wendy and Carla, who were seen smiling as they slept, Ben runs to her and checks her body for anything bad. As with Levy, there didn't seem to be any external outliers that caused this continued state of slumber.

Cupping his chin, his eyes widened slightly as he got an idea. "Is it…something in their heads? Like a dream of some sort?"

Quickly activating the Omnitrix once again, he turns the dial until the hologram of Pesky Dust comes up. Slapping the core down, the room flashes green as the fairy alien replaces him.

"Now then… Let's see what's troubling everyone…" He purrs as he floats in front of Wendy.

Placing a hand on top of her face, he closes his eyes as the dust that came out from his wings started to circle around him. Transforming into a wisp of green, he enters Wendy's head, with Pesky Dust starting to fly down into a swirling tunnel of warm yellow and magenta.

"Here we go…" He says as a flash of white covers his view…

* * *

 **…**

Opening his eyes, Ben immediately frowns upon seeing something that brought his jaw down. In front of him was none other than what seemed to be…a school. It was three stories high, with many windows covering the front. A clock was located on the top, with the iconic Fairy Tail emblem located above it. Ben looks down towards the entrance to see the words _"FAIRY ACADEMY"_.

"…Huh? A school…?" Blinking, he noticed that he was no longer Pesky Dust, but rather, he had turned back into his human form somehow.

Looking at his body, he was seen wearing a white short sleeve button shirt, grey trousers with black lines going down them, alongside black dress shoes to finish it up. He also wore a blue tie with white stripes.

"…Okay, this is probably due to some job form that someone picked up, like back then with that Changeling thing or something…" He sighs, noticing a whole bunch of students walking by with blue schoolbags.

Looking down next to his feet, he picks up what he assumed to be his own bag, but he first checks his wrist. He was relieved to see the Omnitrix still on his arm, but he was nevertheless worried about the situation. Walking into the front entrance as he followed a whole bunch of other students, he soon spots Happy and Carla, who…were dressed in suits.

"Uh…" He looks down at the two, catching their attention.

"Ah! You're the new transfer student, aren't you?" Happy says. "Welcome to Fairy Academy!"

"Happy? Did you eat…some weird fish or something?" He blinks. _'Is this Wendy's dream?'_

"Hmm? Oh-ho-ho! A funny guy, I see! Councilor Carla, where is his classroom supposed to be at?" He turns to Carla.

"Let's see here…" She flips some pages in a miniature binder she had, stopping at a page with Ben's picture. "He's supposed to be in Class 1-A, just like with our last transfer student."

"Like Lucy? Oh, riiiiight. That's my class!" Happy says as he turns back to Ben. "Class starts in ten minutes, so I suggest we go and hurry up to the end of the hall."

"Right... Thanks." Ben gives him a fake smile.

Turning to the right end of the hall that Happy points to, the blue cat waves Carla off as they start to walk. While Ben had a straight face on the inside, he frowns in the inside.

 _'This is the stuff you dream about, Wendy?'_ Ben sweat drops. _'Well, either it's your dream, or it's due to a spell.'_

Standing in front of the sliding door, Ben compared its similarity to that of Saints Blues Academy's. Happy stands before him, looking up before he opens the door.

"Wait here for a second. I'll be making an announcement." He says as he enters the classroom quickly.

"Wait, what you do mean…" Reaching out for him, all he got was a shut door in his face. "…I guess I'll wait then."

Folding his arms as he waits for Happy, Ben placed an ear against the door in an attempt to hear what was going on behind the border. Hearing several 'oohs' and cheers, he leans back and starts to look back down at the Omnitrix. Activating it and typing a few buttons, he looks at some data screens for a bit, before hearing Happy's footsteps coming back to the doorstep. Deactivating the device and hiding the Omnitrix behind his back, Happy opens the door slightly.

"Come on in!" He smiles.

Breathing in for a bit, he fixes his tie as he enters. To his expectancy, what he saw was…alarming.

"Now, say hello to our new transfer student! Can ya introduce yourself to the class?" Happy asks him.

Immediately, Ben's eyes scanned the room. Noticing that the entire classroom consisted of a lot of familiar faces, such as those of Natsu and Gray, Bisca and Alzack, Lucy and Elfman, what he was really surprised to see, was that of Wendy. The two stared at each other's eyes, engaging in some sort of eye-to-eye telepathic speaking via eye contact.

 _'Wendy, what the hell is with this place?!'_ Ben smiles nervously. Wendy swings her face back and forth with an unsure smile of her own.

 _'I don't know…! I remember Erza-san saying that she got an interesting job request last night after you left! The next day, I suddenly was awake in front of the Academy!'_ She answers. Ben opens his mouth slightly as he lets out a silent chuckle.

 _'Haaah?! I swear to Celestialsapiens… Who keeps sending odd jobs to Fairy Tail…'_ His face lowers. Wendy giggles a little as Ben starts to introduce himself to the class.

"So! Eh… Your seat can be…next to Wendy's!" Happy jumps up in an attempt to point at an empty seat next to the blue haired girl.

The girls of the school wore an outfit similar to the males, though they wore a sleeve-less lemon colored jumper along with their shirts, and they had grey skirts with black lines on the bottom.

Smiling as he sat next to her, Happy climbs up some boxes and jumps onto a podium meant for a little guy like himself. Taking a piece of chalk out, he smacks it against the board behind himself.

"Alright then! Mr. Tennyson, you can become acquainted with the rest of the students once class is over, but for now, everyone; class starts now! Take your pencils and notebooks out!" Happy yells.

"Aww, this is going to be a boring class again…" Natsu groans he leans his head onto his desk.

"Bah, of course it would be for you. All that's in your head is air, after all!" Gray grins. Natsu growls at him, causing the two to stand up and glare at each other.

"Ya wanna go, ice stripper?!"

"Come on then, fire head!" Gray barks as he takes his shirt off. Wendy covers her face a bit as Ben face palms.

"This would literally be an instance if Fairy Tail was in the real world…" He sighs. "Happy-sensei?"

"Yes?"

"…Let's just start class." He says. From the corner of his eye, he sees Erza standing up.

Erza wore the standard uniform, but instead of a yellow jumper, she wore a red, full sleeved blazer with the symbol of the academy on her left pectoral. She also wore glasses, something that Ben noticed was…quite strange looking on her. The redhead gets up from her seat, taking out a shinai from her bag and slapping it down on Natsu and Gray's heads.

"That's enough, you two! In the presence of the Student Council President, you two should know better!" She yells as she lets the weapon rest on her shoulder. "Class is starting!"

"A-Aye, sir…"

Happy nods, and looks out to the entirety of the room. "Now then, let's commence with the daily routine!"

"Stand up! Bow! _Aye, Sir!_ "

"AYE, SIR!" Everyone stands up. Ben was practically gawking around in shock as Wendy instructed him to copy whatever she was going to do. She seemed to have…experience with this somehow, much to the young girl's obvious sorrow on her face.

As everyone sat down with the classes going on, Ben expected the lessons to be at least somewhat normal…but of course, this was a dream world. Sure, there was math, history, the arts and other such topics, but…

 _"…This is all about fish."_ Ben leans down onto his desk as he turns to Wendy, who was trying to keep up with the notes that Happy was somehow able to write. The board was filled with fish related images. Pie charts, even the Mona Lisa, which was drawn to perfect, had her face replaced with a fish's.

 _"It's nevertheless a good thing to keep your record in a high standard, Ben… Wait, are you writing with your left hand? I thought you were right handed?"_ Wendy whispers as she glances at him.

 _"Oh… I'm ambidextrous. I don't think I told anyone in the guild yet."_ He looks up. _"But this stuff is pretty easy though. It's basically statistical analysis and basic memorization, isn't it?"_

Wendy gives her mate a dirty pout. _"Little smarty pants…"_

Ben didn't know how to respond to that, but he did smile at her cute gesture though, humming a bit as he leaned his head against an arm while facing her. His gentle smile made her blush a bit, but she then told him to pay attention to the lecture.

 _"Ha, this is like when I passed the third grade."_ Ben smiles smugly as he continues to write a bunch of notes down.

* * *

 **…**

 _*RING! RING!*_

"YEEEEEEEEAAAH! Class is finally freaking over! Time for lunch!" Natsu leaps into the air in joy while holding a…bottle of tabasco sauce? He turns to Ben as Elfman comes up with him.

"Oi, new kid! Come on, we'll introduce you to our group of friends and have lunch together!" He grins as he points to himself. "It'll be fun!"

"No!" Erza steps between him and Ben. Wendy shudders a bit, hiding behind her mate in fear. "As the President of the Student Council, it is my duty to properly reinstate the basic knowledge of the school onto him!"

"Uhhh…" Both Ben and Wendy stared at her.

"Oh my…" Mira giggles. "Isn't this becoming interesting?"

"Interestingly _dangerous,_ you mean…" Lucy chuckles sympathetically. "It's like when I first transferred to the Academy."

As expected, even if this was a dream world, Erza was still dominant in her approach to the community around her. Tilting her glasses with an eerie gleam, she places a hand on Ben's shoulder.

"Wendy, you seem to be familiar with this new person… How suspicious." She turns to her. "You're coming along with us!"

"H-Hai!?" Wendy squeaks.

Dragging the two by their collars, everyone watches in fear as the demon Council President exits the room. Natsu and Gray huddled together, but they eventually pranged apart, each taking off their bags and heading out as well.

"See ya guys! We're heading to the roof!" He waves off as he drinks the tabasco sauce like water. Gray was seen taking a snow cone maker out of his bag as Elfman and some of the other guys came to join them.

"Uhh… Should we be concerned, Mira?" Lucy turns to the white haired girl.

"Ah, it'll be alright. Oh, why don't we go along with them then and help the transfer student as well? It was good for you when you first came here, after all."

"I suppose… Where's Levy, anyways?" The blonde looks around. Literally a second later, Levy is seen crashing into the doorway with a look of fear on her face.

"Lu-chan! Hide me from Aquarius!" She yells as she tries to stuff herself into her desk. "I ran away from her swimming class because it was too hellish!"

"Ah… Yeah, she's like that…" Lucy pats her head.

From outside the room, the screaming of Jet and Droy could be heard as Aquarius, who had human legs and wore a bikini, was seen dragging the two by their hair. As usual, she had her ferocious expression on her face, but since it was lunch break, she merely threw them into the pool from a window that was next to her.

"20 more laps around the pool, get to it! I'll be checking your condition after spending my break with my beloved Scorpio…" She growls at them, before swooning at the sight of said man.

"I don't think I'll ever get used to this school…" Lucy sighs.

"Well then, let's go find Erza-chan and Wendy-chan! They must still be nearby." Mira pats her shoulder as she carries her bag. "Come on Lucy, Levy!"

"Right…" They both smile. Getting up from their seats, Lucy could've sworn she heard a girlish scream from far away.

* * *

 **…**

"This is the Nurse's office!" Erza says with a smile, although Wendy and Ben could see the smile turning a bit upwards, as if she were revealing something naughty.

Starting the crash tour of the school for Ben, the President escorted him to various parts of the facility, which happened to start with the most 'known' location, according to Erza. Ben wondered if this was how the redhead dreamed in her own sleep.

Zipping over to the end of another hallway, Erza gives off an even bigger smile as she proudly points to the door in front of her.

"This is the girls' changing room!" She says.

"Why would I need to know that for?" Ben retorts. "And what's with this supposed tour? It seems like your naming off places that guys would like…"

Ignoring his comment, the redhead merely folds her arms and nods proudly, dragging the duo to another location. This time, it was an empty classroom. Ordinary and not out of place, Ben wondered what was so unusual that the redhead had to designate this as a special location. As he turned to Wendy, he notices her fingers fidgeting a little.

"Wendy?" He tilts his head.

"And this is the classroom that is almost never occupied and always or usually empty!" Erza explains. "Perfect for any special get together you or some other people may have!"

 _'Alright, this is turning into something straight out of those novels that Levy and Erza lent out to me. Good thing I didn't read them completely.'_ Ben frowns, but once again yelps along with Wendy as she drives them to another location within seconds.

Taking them outside towards the back of the school, she slams the door open into the shack containing all the sports equipment, shutting the door with a smug smile.

"And this is… Huh, you don't look that interested. I'm trying to prioritize the places that male students would usually find exciting." She tilts her head in curiosity. "Are you unsatisfied?"

"Well, I may be, but Wendy here seems to be getting some ideas…" Ben turns to his girlfriend, seeing her nose trickle a little blood as the expression on her face was something he knew all too well.

"Hmm, well then…" Erza literally breaks reality as she snaps her fingers.

Suddenly, the scene is shifted to that of a dark room, dimly lit by the sunlight that cracked through the dark drapes. Ben looks around, only to see a piano and other various instruments.

"This is the music room." Erza tilts her glasses as she nods. "You should try to put the space on top of the piano to _good_ use, if you know what I mean…"

"E-Erza-san!" Wendy flails her arms around as she blushes. "D-Don't give Ben the wrong idea about these places! He should discover their uses…by himself."

"Eh?" Ben turns to her. "You mean you want me to learn how we can use these places to ki—"

"AH! Please don't say it!" She shrieks cutely as she covers his mouth. By now, Ben noticed what she was talking about, turning a little red himself.

 _'…I'm still gonna think that though.'_ He tells her via eye-contact. Wendy pouts a little, but she didn't seem to hate his decision, nodding ever so slightly as to not gain any suspicion from Erza.

"Well, that's all the major places I wanted to discuss with you for now. The boy's bathroom is located on the end of each floor next to girls' bathroom." She huffs. "But, with that all out of the way, let's spend the rest of the time of our lunch break to actually eat!"

"Lunch? Oh, right…" Ben says with a forgetful look. Looking into his bag, he wondered if this dream world provided any provisions.

"Yes! Let's go look for Lucy-san and the other girls." Wendy smiles as they leave the classroom.

Opening the door, Lucy, Mira, and Levy were shown to be looking around the area. Upon spotting the other trio, the wild blue haired girl waves at them as she starts to run towards them.

"Erza! Wendy-chan!" She yells. "Let's go eat together!"

"Of course." Erza smiles.

 _'So, where are we going?'_ Ben turns to Wendy.

 _'Oh, outside!'_ She smiles as she gestures toward a cool and shaded area underneath some trees. It was located next to the track field, but had a comfortable patch of grass, as well as a few wooden stools and tables.

' _Well, at least we can take this opportunity to get an understanding about what's going on in this world.'_ Ben sighs as they arrive at the place a few minutes later.

As the girls and Ben each took out their lunches and began to eat, as Lucy and Levy began to chatter with Erza and Mira, Ben and Wendy ate together on a separate table. Wendy's bag was packed with an extra-large bento box that was filled with all sorts of high calorie and other filling foods. Ben chuckles a bit upon seeing her drool, but upon opening his own bag, Ben gives whatever was inside a deadpan look.

"…Huh. I never thought I'd see this again in my life." He remarks as he takes the lunchbox out and places it on the table.

"Hmm? Waz ix it?" Wendy looks over his shoulder as she stuffs her face with food. Opening it up, she nearly spits the contents of her mouth out. "What is that?!"

"Octopus burger!" Ben smiles as he lifts the top bun off. "Oh, still has the tentacles and eyeballs in it too!"

Wendy gulps, sweat dropping as she hesitates to look down at the purple patty that lied between the two buns. "Is that…something from Earth?"

"Well, it's something my Grandpa used to make. I did tell you he made the strangest dishes, right?" He says as he licks his lips.

"Yeah, but..." She closes her eyes as he takes a big chomp onto it. Looking away, she tries to quickly finish her own lunch in hopes of not losing her appetite within the next few minutes.

"Soo, back to the topic at hand… How long have you been in this place for, Wendy? It seems like you've been here for a while." Ben swallows the rest of the thing whole.

"Oh, yeah… You said that you just got here right?" Ben nods. "Well, even though it's probably been only around a night out in the real world, in here, I reckon it's been around a week or so."

"A week? What's happened since then?" He blinks in wonder.

"Well, when I first got here, people that came from another Academy, which I learned was just an alternative name for Phantom Lord, caused a makeshift war between the two schools." She started.

"…So Levy and Shadow Gear got hanged by Gajeel again?" Ben frowns.

"Eh? Levy-san and Gajeel were like that? I-I mean, no! It was Master Makarov, Wakaba-san and Macao-san that were pinned to the tree in the middle of the school." She shakes her head of her previous thought.

"It does make you wonder why those guys would be in a school meant for kids and teenagers like us. I mean, aren't they like at least 40 or something?" Ben cups his chin, getting a poke to the nose from Wendy.

"Not the point, dummy." She puffs her cheeks for a moment. "After that, Gajeel and Juvia came and transferred to the school, much like the outcome of the guild war."

"I see… What do you think's going to happen this time around then?" Ben folds his arms.

"Well, that's the thing… I've been trying to conduct some research on things that might've signaled to a way out of here, but every single time I tried to get out from the domain of the town, I always get warped back here." She sighs as she leans her head on his shoulder.

"Interesting…" He says as he pats her head. "Well, maybe I'll have some better luck at it then."

"How so?" She glances up at his face.

"To even get into here, I used the Omnitrix and transformed into Pesky Dust." He smiles. "And look, I still got the Omnitrix here on my wrist."

"Oh! Maybe you could use one of your aliens to scout the area or something then!" She gleams. "Yay!"

"Exactly." Ben grins. "Since we still got some time before the break ends, I'll try to see if I can't get any information from around the town."

Nodding, Ben stands from the table and runs behind the tree. Wendy watches as a flash of green is seen from behind it, with Ghostfreak flying out. Altering his shape and deforming like gas to make himself into a smoke like wispy form, he flies out of the school's borders.

"Good luck, Ben…" Wendy waves him off slightly while smiling.

* * *

 **…**

 _"Well, this is strange…"_ A voice calls out.

 _"What do you mean, strange? We've been stuck here for the past week or so, dummy!"_ Another familiar voice yells.

 _"H-Hey… I admit that creating that script was a faulty idea, but at least we're not dead. Our bodies are just asleep back in Edolas, you know?"_ He chuckles, sheepishly at that too.

 _"Geez,_ Omni…"

Walking down a street, two young adults were seen, with the girl bickering with her partner. They looked strangely familiar to a previously seen couple, although if they were compared to them at a glance, one would say that they looked like the future versions of them.

"W-Wendy, it's Ben, you know? Benjamin Kirby Tennyson. But, I guess I've gotten used to the name." Omni scratches his cheek.

"Well, if what you said is true, then you accidentally dragged some of the members of Earthland's Fairy Tail into this somehow, right?" Edolas Wendy pouts as she folds her arms.

"Well, according to this, they belong to a school called Fairy Academy." He looks down at a tablet. "It's the supposed friend school of our own Gaia Academy."

"So, we're heading towards Fairy Academy, then what for? I thought you said that all the guys over there were generated like the other ones back there in the previous school." Edolas Wendy points behind her.

The uniform for Gaia Academy consisted of a black blazer with green trimmings, a white dress shirt worn underneath with a green tie wrapped around them. Males wore black slacks while females wore skirts and black stockings.

"Not all of them were. A few of the members that had particular resistances to certain elements of this formula were seen. One of them is your parallel counterpart. We're going as students visiting from a neighboring school." He turns to his fiancée.

"Little me? She's probably sleeping back in her world though, right?" She blinks. Omni nods.

"Yeah. And because of that, I'm counting on Ben to come into this world as well, this 'dream' simulation." He smiles.

"Eh? How?"

"There's a certain alien that can manipulate and enter dreams. I'm just hoping he has that entry unlocked in his Omnitrix." He says as he looks down at his own device. "Because it'd be a huge help if he were here."

Tapping a few keys on his tablet, the device begins to utter a low beep that looped every so often. Much to Omni's delight, what that beeping was, was an indicator for any Omnitrix transformation activity.

"And speak of the devil! We're finally in range!" He smiles. Wendy looks down at the device, seeing a map of the local area.

"So, where is he then?" She blinks. "Your alternate counterpart."

"Well, let's find out." He smirks at her as he rolls his sleeve up.

Pressing a few buttons on his Omnitrix, he then holds it up in front of him. _"Omnitrix, scan the local area for any parallel signals; Code 10."_

The alien wrist watch complies with the command, beeping a few times. Omni and Wendy look around, and after a while of searching through the streets of the town they were currently residing in, the beeping starts to get faster and faster by the second.

"We're getting close. Is he transformed?" Omni looks around, asking his question outloud.

Stopping in front of an ice cream store, the two look inside the shop, and then out the opposite direction. Much to their surprise, a few seconds later on, the beeping turned into a single sound of confirmation. Out from a nearby wall, Ghostfreak comes out, panicking a bit as he reverts back to Ben.

"Oh come on! Even in a dream world you still go wacko, Omnitrix? What do you mean by a parallel signal?" He frowns, before turning around and seeing Omni and Edolas Wendy.

"…Omni? What are you doing here?" Omni smiles as Edolas Wendy smirks.

"Hah! Just as cute as I remember as well!"

"C-Cute?" He blushes a bit upon seeing his girlfriend's older counterpart. "What's going on here?"

"Well, let me explain." Omni says, pressing his Omnitrix. _"Omnitrix, release parallel signal detection."_

A single beep complies with the device, and both Omnitrixes cease to sound off, returning to their normal states. Ben looks down at his own Omnitrix, before giving the duo a confused look.

"Well then, I'm all ears. It's a good thing I had Pesky Dust unlocked, you know." He shrugs.

"Ha-ha-ha… Yeah, otherwise that'd be bad…" Omni scratches his head. "Let's go back to Fairy Academy for the meantime. I'll explain everything to you and your Wendy when we get there."

Nodding, both of them activated their Omnitrixes. As they slammed their cores down, Wendy covers her eyes for a moment, before being picked up by Omni as Rath. Ben was revealed to have transformed into Wildmutt. Snorting a bit as he turned to the couple, the pair began to run/gallop back to Fairy Academy.

* * *

 **…**

A little while later, after the lunch break…

"Ah, I totally forgot to mention this, but we also have students coming over from our neighboring school, Gaia Academy~!" Happy squeaks as he gestures to Omni and Edolas Wendy.

"Hey there. The name's Omni." Omni points a thumb to himself. In order to differentiate any similarities to him and Ben, he decided to wear a pair of glasses, much to the adoration of his fiancée.

"And my name's Aoi. Nice to meet you all!" Edolas Wendy grins. She had her hair tied in a pony-tail, with a large green bow tie tying it together.

"These two will be shadowing our Academy in order to plan future events with their school! You can say they're representatives for you guys as role models as well." Happy finishes.

"Talk about a wondrous time of comings! A transfer student, and two elites!" Mira claps her hands together.

"ARE THOSE TWO TRULY MEN, THOUGH?!" Elfman roars, much to Omni and Edolas Wendy's confusion as they respond with a sweat drop.

 _'Just ignore him… That's how the Elfman in Earthland is like.'_ Ben gives his counterpart a half smile.

 _'I got it. He sort of reminds me of another big oaf.'_ Omni snickers silently, continuing the eye-contact talking.

While the somewhat sudden introduction of Omni and Edolas wasn't that bad of a drop of news, it did bring a raise to the eyebrow for the older Omnitrix wielder. He wondered why only individuals such as his fiancée's younger counterpart were the ones that were unaffected by this world's programming. Perhaps it had to do with her being a Dragon Slayer, but when he thought about that, he thought to himself…

 _'Shouldn't that have applied to Earthland's Natsu, as well as their Gajeel too? How strange.'_ He thought as he sat in the back of the class with Edo Wendy.

Classes went on as normal, even if Happy's lectures of fish seemed to weird the two out. Time seemed to had passed by quickly for the four, and as the orange glow of the sunset started to appear, the school day had finally ended.

Exiting the school's front entrance, the four gathered together underneath a tree. Omni takes out his tablet, activating it as everyone else looks down.

"So, this world isn't a dream scenario, but a…what did you call it? A Virtual Simulation?" Wendy glances at the two brown heads.

"Yeah, you can say that." Omni smiles. "Truth is, this project was supposed to be a prototype for a dimensional displacer. It would function as a sort of 'in-between' area that would link our worlds together."

"Like a hub of some sort?" Ben summarizes.

"Yeah, like that."

"But it seems to have crashed down, thanks to some dumb problem on our side." Edo Wendy scratches the back of her head. "And it ended up affecting both our and your world."

"So, what're we supposed to do then?" Wendy asks. "Is there like a switch or something that'll fix it all?"

"Well, kind of…" Omni shrugs. "It's more like the core of this world that's out of control."

"Core? Like a power source then that controls the matrix inside this then." Ben surmises. "Do you know where it is?"

"That's what we've been trying to do so far. We just recently were able to get out of our own territory that previously bounded us. I had to tinker with the system a little, which in turn made my Omnitrix a little…funky, so to say."

"…You know, why do I have a feeling that something like this would happen to us eventually, even without all of this parallel world tempering?" Ben blinks.

"Knowing Fairy Tail, it'd probably would." Wendy giggles.

"Well, regarding that, I've been trying to track down any signals relating to the core singularity around the town's area scape. Because the thing is, I had to modify the core to make a little more responsive, giving it a…"

"…Mind of his own." Edo Wendy sighs. "You silly bun."

"So, what? It's basically a rampaging AI running loose in this virtual world? What kind of form did you give it?" Ben asks Omni. Omni taps his chin, looking away in a sheepishly guilty matter.

"Heh… Remember those…little electric creatures we dealt with in Sparksville?" He says. Ben immediately frowns.

"Wait… Don't tell me you based the AI off of…"

"…Yeah. _Those_ guys." The two of them sigh a little, with the Wendys glancing at each other with curious expressions.

"What…things are you guys talking about?" Edo Wendy wraps her arm around Omni.

"I designed the AI to take on the characteristics of a Nosedeenian. I don't know if you've seen it before, Wendys, but they take on the form of small anthropomorphic batteries." He explains to Wendy.

"Ben? Do you have a form like that?" She turns to her mate with a sudden glitter in her eyes. Ben chuckles.

"Yeah. Natsu and the rest of the guys saw it. We call that form Buzzshock." Ben answers. "So, where's the Megawhatt AI now?"

"That's the thing. It acts like a real Megawhatt as well, playing and causing havoc however it pleases." Omni face palms. "I figured I could track it down with my sensors, but I don't have the power to do by myself. I can't make it surface to the visible eye long enough for me to capture and reconfigure it. I've been going at this for a while too."

"Well, can't you go Echo Echo or Ditto then to trap it?" Ben tilts his head.

"No, I designed the space to limit only what's necessary. Transforming into Echo Echo or Ditto will overload the capacity of the place if I multiply into too many copies myself. Which is why…I need your help!"

"Me?"

"Indeed. I was hoping on you coming into this place to investigate any problems on your side." He smiles. "Will you listen to my plan, you two?"

Wendy and Ben glance at each other, nodding. "Of course."

"If it can help the rest of the guild wake up, then yes!" Wendy smiles fiercely. "I also wanna see what these Megawhatts look like too!"

"Ha! There's a thing we can agree on." Edo Wendy grins as she nudges her counterpart's head. "So, where do we start?"

Omni smirks, tapping a few things on his screen. "So far, I've manage to collect some data that tells us the rough area of the AI's movements. They seem to be originating close to Fairy Academy; in fact, I think its taken occupancy in this area as a home."

"Huh, how coincidental." Ben folds his arms. "Should be easy enough then."

"I don't think it'll be that easy, Ben." Wendy turns to him. "We have to see what form it's currently residing in first."

"Well, let's get started then." Omni puts the tablet in his back pocket as he nods. "Last one to start is the Dorma Anima's chew toy!"

Both the Ben's activate their Omnitrixes, blinding the girls for a moment as flashes of green replaced them with alien forms. Ben was delighted to see himself changed into Eye Guy, but Omni frowns a bit upon looking at himself.

"… **Walkatrout?** Why?"

Walkatrout took on the form of a small, blue fish-like alien, roughly the same height as Upchuck. He had stubby fins for arms, a shark-like dorsal fin, and a pair of thin, spindly legs jutting from his underside. He had a wide mouth with an under bite, and gills on his cheeks. He had bulging green eyes, and wore a green belt-like strap around his "waist" and back, with the Omnitrix symbol connecting the front.

"...Huh, _Eye_ don't have that form. What can it do?" The Octopoid looks below himself.

"The only things he has are a slippery body and gills." He slouches. "I think the virtual Universe is messing with me again. Wait, maybe the real Universe didn't hear me!"

"I don't think we're talking cause and effect here." Both Wendys say as Walkatrout covers his mouth.

 _'…Okay, the two of them synchronizing right there was a bit…weird.'_ Eye Guy notes with an eerie feeling on his back.

* * *

 **…**

"You getting anything here?"

"No." Walkatrout simply answered as he checked his tablet once more. "I'm not getting any major signals from around the 2nd floor."

Looking down onto his Omnitrix dial, Omni taps and holds it down. "Ben, how's it coming on your end?"

Omni's signals resonated greatly within the boundaries of the school grounds, particularly the school building itself. Deciding to explore each of the floors by pair, Omni and Edo Wendy decided to take the second floor, while Ben and Earth Wendy scouted the ground floor. Eye Guy and Wendy exit a class room, with the eye alien holding his Omnitrix dial in return.

"Eye _got nothing."_ Eye Guy puns once more. _"What places haven't we checked?"_

"Well, we haven't checked the third floor, as well as the basement." Walkatrout responds as he taps a few buttons. "According to the schematics of this building, there should be an entrance to the basement next to the Principal's office. You guys go check first, since I doubt there's anything up on the third floor."

 _"Understood, Omni-san!"_ Wendy responds through Ben's dial. _"We'll see if we can get a way in!"_

Smiling, he cuts the call off. As he reaches to tap the dial once again to revert to human, it was then that Edo Wendy started to get a few interesting thoughts in her head; something he noticed from her expression as his human body grew back.

"Wendy? What's up?" He wipes some dust off his uniform.

"You know, since he's your counterpart, what's different from him and you? I mean, besides your age." She tells him with a curious look. "You told me that in order for a different version of yourself to appear, they either had to diverge from the actions of your own world, or appear from the future or some other thing, yes?"

"…Wow, I didn't expect for you to remember me talking about that." Omni was genuinely surprised. Edo Wendy pouts. "Ah, I'm kidding! Honest."

"You better…" She says as he gives her a peck on the cheek, making her face a little red. "H-Hey! Only I can tease you like that!"

"Heh, you left your guard down." Omni smirks. "Come on, let's go join Ben and the other you."

Giving her a dirty smile, she slaps his rear. Omni yelps a bit as she goes for his ear. _"I am_ so _going to enjoy messing with you after we get back from this."_

Omni blushes, turning to her fiancée. "Uhhh… You mean that, or _that?_ "

"I'll let you figure it out, _Ben-Ben_ …" She pokes his nose as she starts to walk off with a suggestive smile growing on her face. Omni blinks in wonder, confused to what she meant by her tone of words.

"…I guess I will find out later… Gotta make sure Ben and Wendy don't hear about that though if she is going with _that_." He shakes his head. "Don't want their innocent minds to be shattered because of her."

Running after his girl, Omni truly did worry about that. Ben and Wendy both sneezed as he said so from below, as if the Universe _was_ going to do something. Very contracting, isn't it?

* * *

 **…**

"Hey, do you know who the Principal is, Wendy?" Ben, now reverted to his human form, turns to Wendy.

"Oh, the Principal? Well _*giggle*_ actually…"

She goes to his ear, whispering the identity of the Principle. Ben was about to release a snicker, holding his mouth as he turned to her.

"W-Wait, you're not serious?" He says. "Why would _he_ be the Principal of all things? He looks like he could barely handle his own weight."

"That's what I thought too when I first saw him!" Wendy shakes her arms up and down as she nods. "I guess Edo Lucy-san told him about our Lucy's Celestial Spirits."

Walking down the hallway of the first floor, the evening sunrays lighted upon a grand looking doorway. Stopping in front of it, their shadows landed on the door, allowing the words "PRINCIPAL'S OFFICE" to be seen clearly in gold letters. Knocking on the door a few times in a soothing rhythm, they waited for a response.

A few seconds later, the sounds of squeaky footsteps could be heard. Expecting the door to open as normal, instead, on the bottom, a small door opened instead, allowing the Principal to step out. Ben looks down, almost doing a spit take as Wendy chuckles a little.

"Huh, you weren't kidding. It really _is_ **Plue**." He scratches his head.

Plue wore a black suit with a white undershirt and cyan tie. Looking up towards the two with his shaky movements, he raises his arm in a nervous (?) matter.

 _"Plue plue~! Plue plue p-plue plue?"_ He says.

"Uhh…" Wendy sweat drops. "Do you understand what he says, Ben? Only Natsu and Happy could understood what he said."

"Oh, perfectly fine." Ben turns to her with a deadpan look, making the girl blink in shock. Plue then tugs on his pants to get his attention back down to himself.

"Hmm, what's up? Oh, sorry Principal, we were just going to ask for permission to head down towards the basement. Happy-sensei asked for a few documents that he said should be down there."

Turning back down to Plue, Wendy watches in disbelief as her mouth dropped a little.

 _"Plue, plue p-p-pluuuuuuue!"_ The spirit jumps.

"Oh, thanks! And don't worry, I don't think your short stature makes you any less of a leader, sir." Ben smiles warmly. Plue takes a small key out from his pocket, in which it grows to resemble his actual silver contract key.

"Translation, please?" Wendy taps Ben's shoulder.

"Wha—Oh. Um, he said _"Oh, Wendy and the new transfer student. W-What can I do for you today?"_ at first. After I asked him, he seemed to have gotten a little nervous."

"Nervous? I…can't really tell, with his shaking around." She admits.

"Well, he then said _"Oh, that's alright! B-But wait, if you do go down there, please don't tell Carla-san that my height is getting worst! She'll kill me for worrying about it s-s-so much!",_ it's quite funny." He shrugs.

Deciding to just take his word for it, the duo waved the Nikora off as he stumbled back into his office. Wendy was still a bit confused to how Ben could understand the little guy's style of communication, as it just sounded like squeaks and chirps to her ears. As they turned to walk towards the end of the hallway in which the entrance to the basement lied, she decided to ask.

"So, how were you able to translate him?" She asked.

Ben's eyes turn back to her as he holds the Omnitrix up. "I didn't realize until later on in my journey in the Null Void, but the Omnitrix has a program called a _Universal Translator_. It can translate any, or at least most languages into one that the user can interpret, as long as the language its translating belongs to a sentient creature."

"…That's kind of confusing. So, you can understand what any creature says?" She tries to summarize it as she cups her chin.

"Basically. Oh, here we are."

Stopping in front of a large brown door, Ben takes the silver key out from his pocket, inserting it into its keyhole. However, as he does so, Wendy starts to sense some kind energy emerging from the other side.

"Wait, Ben…!"

Turning the key, a single click was heard. Ben smiles, but from the crack of the door's crevices, what seemed to be a green gas of some sort began to seep out. Ben backs up immediately, with Wendy hiding behind him. Ben was about to activate the Omnitrix, but as his hand went for the dial, the door immediate opens, revealing a giant hand.

"What the—"

Grabbing the two into its tight hold, the couple cries out as they are dragged into the room, with the door immediately closing off and locking itself. As Omni and Edolas Wendy came down to the first floor and ran in the direction of the basement, all they saw was the key that Plue gave them, and an eerie feeling that was starting to grow.

Omni holds his hand out, with it glowing green for a second. Frowning inwardly, he turns towards the door. "They're…gone."

"What, inside the basement?" Wendy picks the key up, looking at its design. "Let's go after them then!"

Inserting the key into the keyhole once more, as she tried to turn it however, the key snapped in half, breaking off from its teeth. Wendy gawks at her hand in disbelief as she brings it up. Sweating a little, she turns to Omni.

"Uhhhh… I didn't do it." She gulped.

"…I don't like where this is going. Wendy, we're going in!" Omni slaps his Omnitrix core down, flashing green.

Replacing himself with Terraspin, his fins were a bit darker, his shell was a little rougher, and he wore a green and black uniform. Holding a fin out, he glares at the door as it his fin glows.

 _"Elota Objectia!"_ He chants. From the tip of his fin, a green energy blast fires off, blasting the door into pieces.

Now that the border was uncovered, Terraspin and Wendy looked into the room, which was revealed to be a green and white vortex. The blue haired girl looks at the bipedal turtle, placing her hands on her hips.

"Hey… When are you gonna teach me how to do that?" She taps his shell. Terraspin blinks, scratching his cheek.

"Er… Later on. Let's go after them first. Get on!" He says as his head retracted into his shell.

Jumping onto the back of his carapace, Terraspin begins to fly into the portal. Edolas Wendy grins as they go in, laughing a little. "I love it when I'm riding you!"

"Hey! Don't make that sound suggestive!" The turtle alien retorts as their figures vanish with a flash of light.

After they vanished, from the Principal's office, Plue exits the room with a haughty grin on his face. Tapping his chest, his body began to glow red and black, growing to the size of white and black Buzzshock.

 **"** _ **Ah-he-he-he-he!"**_ He chortles. Zipping into a flash of red, he flies into the vortex as well, repairing the broken door.

* * *

 **…**

"WAOOOOOOOOOOAH!" Both Ben and Wendy cry out as the hand flings them into a void of green and white.

Floating in this abyss, the duo begins to look around, observing this disorientated space. Ben raises an eyebrow, with Wendy shuddering a bit as she clamps her body onto his arm.

"B-Ben… Where are we?" She stutters nervously.

"…I don't know." He says, looking down at the Omnitrix. It begins to beep a few times, much to Ben's suspicion. "But the Omnitrix is detecting several powerful signals from which Omni sent me samples of."

"So, the AI is here then?"

"I suppose… Where it is exactly, is the question." He replies.

Looking forward, the center of the void-like space seemed to had been glowing. Gasping, the white circle flashes, blinding the two. Wendy covers her eyes as she tucks her face into Ben's chest. After the blinding wave of light faded away, as Ben uncovered the arm that prevented the light from shooting his eyes, his jaw drops a bit. With his right eye twitching, he chuckles a bit sarcastically at the sight.

"Huh… Well isn't this a sorry little sight…" He droops a little.

Turning her face out from Ben's comfortable chest, Wendy opens her eyes and looks in his direction, her frown turning into a semi-smile. "Oh, how cute!"

"Cute? That giant thing?" He points at it.

"Of course! And you're telling me that's also something you can turn into?" Her eyes glitter as she turns to him.

In front of them was none other than a giant Nosedeenian. It was the size of Humungousaur, but its anthropomorphic appearance still resided itself as…cute to Wendy's eyes. It cackles a little as it points its stubby fingers at the duo, releasing two bolts of white electricity at them.

"Donuts!" Ben croaks as he quickly slaps the Omnitrix dial down.

With a flash of green, Astrodactyl replaced Ben. Carrying Wendy in his arms, his 'jetpack' blasted forth, with his wings narrowly dodging the zaps. Kawwing at the large Megawhatt, he opens his beak-like mouth, releasing a green energy beam.

 _ **"** ** _Ga_ h-hah-haa!" **_Dodging by turning into a zip of thunder like Laxus, he dodges by swirling around the beam, appearing behind the duo and slapping them away.

"Great! He's big _and_ fast! That never works in a real life scenario, kaww!" Astrodactyl croaks as he flies off a fair distance from the black and white menace.

Snapping its fingers, it reduces to half its size, but splits into two. Astrodactyl's eyes pop out as it continues to multiply, and then dodge volts and volts of white electricity. Flying left and right, up and down, sideways and in circles, the pterosaur alien continued to dodge and dodge until one of them finally got a shot at his back.

"Gah!" Wincing, he stops in his place, watching as the group of large Megawhatts floated around them in a dome.

"We're surrounded!" Wendy lets go of Astrodactyl. "What do we do now?"

 **"Let us fight for you!"**

Looking above themselves, Omni and Edolas Wendy swing down into the circle, with Omni slapping down on his Omnitrix and transforming into Feedback. Holding his arms out, the Megawhatts began to wince as their energy began to become drained.

"We'll keep these yahoos busy! You guys get to the middle of the core and defeat the AI! This will all we over once you do!" He turns back to Astrodactyl and Wendy.

"Omni, I'll back you up!" Edo Wendy takes the tablet from Feedback, tapping a few keys.

Stretching her arms out, she grins as her black and green tonfa-gauntlets appeared along with a small jetpack. Boosting forward towards one of the Megawhatts, she gives it a 1-2 and a right afterwards. Chortling as its energy was drained, it vanished from the space.

"Go now!" Edo Wendy turns back to her counterpart.

Astrodactyl nods. Carrying Wendy in his arms, he begins to blast forth. The Megawhatts struggled to move due to Feedback's electro drain, but of them turned to another, uttering some chirps and unintelligible mutter. Grabbing its arms, it spins around three times before throwing it at Feedback. Landing in his face, the Conductoid groans a bit as Edo Wendy catches him.

"You okay?" She asks. Feedback rubs his head as he looks at the now agitated Nosedeenians.

"I'm okay, but it doesn't look like they want to be all fun and giggles now." Looking up, he holds his arms up. "Get ready!"

* * *

 **…**

Entering the space beyond what was guarded by the Megawhatts, Astrodactyl and Wendy stopped in what appeared to be some sort of generator that floated in the middle. Giving off a great light, the two had to cover their eyes partially.

"Is that it?" She says. "Let's shut it off!"

"Wait! Where's the AI then?" Astro says as he looks around. "I don't think the Megawhatts would leave such an unprotected item by itself."

As he says that though, from above them, a giant green thunderbolt zaps the duo. Screaming in pain, a speeding figure comes out of the generator, kicking them away. As Astrodactyl growls, he taps the Omnitrix dial, transforming into Chromastone and catching Wendy, who was seen grunting a little as she struggled through the attack's paralyzing side effects.

"Who's there?! Show yourself!" The Crystalsapien yells with anger in his voice. "I can take you hurting me, but don't bring her into this!"

 _"What, and leave her out of the fun? Ha-ha, come on, why do you think I dragged the two of you into here in the first place?"_ A metallic voice comes out.

Sparking with a flash of green, the owner of the voice appears. Chromastone looks a bit surprised to see the figure, with Wendy opening an eye slightly.

"…Are you the AI? What alien are you supposed to be?" Chromastone tilts his head.

"Well, check it out!" He says as he reveals his appearance.

Taking on the form of a phantom like being made purely of white, transparent energy, he had solid forearms as well as a solid torso and mask like face, each colored white and green respectively. What really made Chromastone surprised was the fact that the Omnitrix dial was located on its chest, with four spikes added on.

"You… You're an Ultimate Alien. _Ultimate Buzzshock!"_ He realizes.

"Ho-ho! I'm surprised you can tell! And if you know what an Ultimate can do, let's have some fun!" Sentient Ultimate Buzzshock chuckles.

"Fun? This…whole fight is just a whole game to you?" Wendy says as the paralysis effect begins to wear off. SU Buzzshock shrugs, before grinning.

"We Megawhatts exist to have fun! Whether it beings pulling pranks, or fighting whoever we want to our leisure! This place is boring! I've been here for around a week with no one coming to visit me!" He says.

"…Is it because Omni made that miscalculation on his side maybe?" Chromastone looks at Wendy. "That would make sense."

"Well, enough about that! Come on, show me whatcha got!" SU Buzzshock snaps his fingers as his body starts to flash, creating a dome of light that engulfs the three.

From afar, after the other duo defeated the squad of normal Nosedeenians, Omni reverts back to human as he and Edo Wendy notice the sphere of light.

"We have to go help them!" Edo Wendy says as she drags him by his arm.

The two propel themselves towards the light, but as they start to near it, it starts to take a rectangular form, expanding out quite quickly and knocking them back. Growling as he rubs his nose, Omni slams the Omnitrix, transforming into Rath.

 _"Lemme tell you something, rectangular construct of light; object created by the power of Ultimate Buzzshock! Rath will break his way in, and you're going to **like** it!" _ He yells as he begins to smack and punch the structure of light.

"…I'm starting to think that you're using Rath as a way to vent out your load from the dum-dums back in the guild." Edo Wendy chuckles.

 _"Rath heard that!"_ He growls without looking back.

* * *

 **…**

"That is one _biiiig_ knight." Ben, now reverted to human, says as he and Wendy look up.

Now standing on a stage created by Sentient Ultimate Buzzshock, it took on the appearance of the walls of a castle room. The walls were white, with ice blue detailing made with crisscross triangles; the floor was also white, with a circle of light coming in from the ceiling. There were chains dangling from sides of the room, with the Omnitrix dial behind where Ben and Wendy stood.

"This is turning into like one of those settings in Levy-san's books!" Wendy blinks.

"Not the point! Wait, did he just generate weapons made of energy—OH SHIT!" Ben curses, pushing himself and Wendy out of harm's way from a gigantic sword.

 _"Aw! It's no fun if you dodge!"_ SU Buzzshock grins as he looks down. _"But it seems like I got_ some _effect!"_

As Ben landed with Wendy in tow, the girl winces a bit, redirecting his attention to her. Looking down, he noticed a large bruise on her ankle, which was even worse when the shadow of the sword lingered above them. Gasping, as he looks up to see SU Buzzshock go for another slam. Smashing onto the white floor, Ben picks Wendy up and rolls away, putting her down and activating the Omnitrix.

"Alright, this has gone far enough!" Slapping the core down, he morphs into Crashhopper after the usual flash of green vanishes

"B-Be careful, Ben!" Wendy groans as she tries to sit up. The insect alien quickly picks her up and hops to a corner.

"Don't move from here!" He says as he lets her down.

Turning back to the alien knight, which was around five times taller than Ben and Wendy and had smooth, plated armor on top of his energy body, Crashhopper jumps in front of it.

"Come on, let's just do this!" He taunts the AI alien. SU Buzzshock grins as he lifts his sword.

Swinging the massive blade down at Crashhopper, he narrowly evades by back-flipping out of the way. He then draws his eyes towards his chest, and darts forward with a leap, landing a hit onto his armor before briefly twirling and landing with a slight skid.

"Ow! Hey, no fair using a speedster!" SU Buzzshock growls.

 _'I'm not going to say anything, I don't want him to get any ideas and change forms.'_ The hopping alien narrows his eyes.

The alien knight swings again, but Crashhopper darts behind her opponent by going between his legs, landing several head-butts on her foe as he bounces back and forth. SU Buzzshock responds by swinging its sword horizontally at him, but he manages to dodge by jumping and landing on the blade, bringing his head up. He was, however, unable to react in time to a fist that went for his face, making a poor defense and being sent flying and sliding back as he lands on the hard floor.

"Ben, are you alright?!" Wendy says as she struggles to get up.

"Urgh… I'm okay. _Good thing Crashhopper's exoskeleton is tough…"_ He murmurs as he gets up.

"Here comes the next one! Better dodge!" The armored alien yells.

Upon recovering from the attack, Crashhopper looks up just in time to see his foe in the air preparing to strike down at him. As the AI swings, he quickly dodges, but it persists in its attack with a low sweep with its leg, sending him tumbling back. As he recovers and glares at the giant enemy, he hangs low and presses forward with an extra kick to his next jump.

Dashing forward with even greater inhuman speed, the alien AI struggled to land a blow. Striking it many times in the process as it continued to attack, Crashhopper starts to slow down due to all the head-butts starting to retaliate upon himself. The foe retaliates by swinging at him, who leaps over the sword on reflex, but was caught off-guard by the subsequent punch, which sends him flying against the Omnitrix symbolled wall.

"Ugh, that hurt…" He mumbles as he rubs his head.

"Ha, you may have speed, but I've got the power!" SU Buzzshock cackles as he folds his arms. Wendy and Crashhopper sweat drop at the sight.

 _'Alright, this AI's a doofus…'_ They both thought.

"Time for a change of pace…!" Crashhopper then says as he gets up, slapping the Omnitrix dial.

Flashing into Heatblast, to everyone's surprise, he takes on a sword stance, forming a sword made of magma onto his left hand. SU Buzzshock takes this a form of challenge, and grins as he proceeds to charge at him. Launching an overhead strike, he however swiftly deflects the blow with his lava blade by channeling a large amount of energy, causing the former to stumble back.

"Ack! What's that sword made out of?!" He barks.

"Extra hot Pyronite flames, toned down to precision and reinforced by energy from the Omnitrix." Heatblast grins as his dial glows for a second.

"Grr… I don't like the way you're talking… Get over here!" SU Buzzshock yells.

Heatblast quickly dissipates the sword and taps the Omnitrix dial as he begins to charge at him. Flashing green while he continued on, SU Buzzshock gasps as a large wave of ice is sent forward, freezing his legs in place. He and Wendy see Arcticguana running after his mouth closes. Swinging at him, the ice lizard alien jumps, landing perfectly onto the sword and slapping his Omnitrix dial once more. With Armodrillo quickly replacing him, he rolls and dashes off, pumping his arm as he punches SU Buzzshock's wrist, sending his blade off onto the ground next to Wendy, and him stumbling forward as the ice trail is destroyed.

Frowning at the loss of his weapon, Ultimate Buzzshock growls as his body starts to become a bit larger, resembling more a proper knight's as he dashes toward him. He generates a large gauntlet made of energy as he starts to glare at the yellow alien.

 _'That's a mistake…!'_ Armodrillo notes however as he dodges a downward punch.

Skidding behind him, he releases another jack hammer punch that launches it into the air. As the AI winces, he launches a strike onto the ground, with the shockwave propelling him upwards towards the armored being.

"What the?!" Ultimate Buzzshock yells as he appears in front of him, before grunting in pain as Armodrillo slams him back into the wall, creating a slight crater.

Before he could drop to the ground however, the robotic alien slaps the Omnitrix dial, flashing into Stinkfly. Spitting out slime from his eyes and mouth, he pins the armored alien by all his limbs. SU Buzzshock struggles to get out from his sticky shackles, but growls at the sight of the Lepidopterran zooming into him.

"Why you little…!"

 _"Checkmate!"_ Stinkfly yells as he slaps his Omnitrix dial for the final time.

Wendy's eyes widen as Atomix appears. With his energy glowing, he propels towards the enemy with his fist reared back.

 _"Fissle Whistle!"_ He yells as he smashes his fist into his chest. SU Buzzshock screams in pain as his body starts to glow, exploding after a few seconds. Atomix quickly flies down and covers Wendy with his body, protecting her from the debris.

After the explosive light dissipated, all that was left of Ultimate Buzzshock was his evolved Omnitrix dial. The duo also noticed that the room was now de-spawned, with Omni and Edo Wendy looking at them with surprised looks. Flying towards them after grabbing the dial, Omni smiles.

"Hey, I see you've got Atomix unlocked. It must've been a breeze for you to take down the AI then." He assumed. Atomix shakes his head as he reverts back, holding Wendy in his arms.

"Not really… I had to switch from alien to alien to confuse him." He says. Wendy nods sheepishly.

"The AI…was kind of a doofus…" She giggled, much to Omni's chagrin as he looks down at the dial with an embarrassed smile.

"W-Well, he was a prototype…" He reassures them. "But we've finally done it. All I have to do now is reconfigure the AI and this world will shut down."

"Shut down?" Wendy says. "Why?"

"Because. The AI was what sustained the structure of the system. If that goes down, the entire program will begin to fall apart." He says. Suddenly, the entire space starts to shake violently. "See? Like right now."

"How do we get out of here then?!" Ben yells. Omni smiles as he taps the dial, opening it up.

"Simple. This Omnitrix dial isn't just for show. It's also the Master Control for this space." He says as he taps a few buttons.

Immediately afterwards, a portal appears besides the pairs. Omni smiles as he gestures towards the vortex. "If you take this portal, your consciousness minds will return to their bodies. I've already set for everyone else's' to do so automatically, since they're…still asleep."

"You mean unaware about the situation." Wendy pokes his forehead. "Come on, this place is going to crash down on us!"

Ben and Wendy gulp, but they then nod. "Well…it was nice seeing you guys again."

"Yeah. You did our name proud, Ben." Omni winks at him as they share a fist bump. "By the way, how are the two you holding up?"

As he asked that, despite the destruction of the space already going on, Ben and Wendy blushed as they grinned at each other, which shocked the other pair as Wendy kisses him on his cheek.

"We're going out now!" Wendy smiles. "When's that wedding of yours going to happen?"

This time, Edo Wendy blushes as she grins, wrapping an arm around Omni while poking his cheek. "Oh, us…? We're going to be having it _real_ soon. Isn't that right, _Ben-Ben_?"

Omni's face reddens as he tilts his glasses up. "W-Well, that's enough about that."

"What, can't tell the kids what we do together at ni—"

 _"Seeyoulaterbye!"_ Omni quickly slaps the Omnitrix down, transforming into Rath. The elder Appoplexian quickly grabs the two and throws them into the portal, with them yelping helplessly as they hold onto each other.

As the portal vanishes, Rath sighs as he reverts back. Edo Wendy laughs loudly as she holds her stomach. Omni pouts, but is responded with a suggestive look on his fiancée's face as he reaches to press another button.

"Tonight, we're going to be doing—"

"Nope! Not safe for our viewers to be reading!" Omni croaks as she kisses him. The two start to blush immensely as Wendy wraps her arms around his shoulders, with her tongue starting to—

 _'NOPE! TUNING OUT!'_ Omni yells inwardly as he presses a button, making the two of them vanish with a flash of light.

* * *

 **…**

"Ah!" Both Ben and Wendy gasp.

Awakening with a gasp, Wendy opens her eyes, with her lying on top of her bed. Expecting the first thing for her eyes to see to be ceiling of her room, instead, what she saw was Ben's emerald eyes in front of hers. The couple stare at each other, neither daring to blink.

"Well… Good morning, sleepyhead." The emerald eyed boy started the greeting off by giving her a smile.

"It feels like it's been forever since I've been in a bed…" Wendy wiggles around in her bed, grasping Ben's hand and ringing it with hers. "I could stay like this…"

"Heh-heh… As much as I would like to do so, we should probably get up." Ben blinks as he pets her head with his other hand.

"But it's so comfy…just like you!" She yelps as she rolls over, holding onto Ben with a sneaky grin growing on her face. "See?"

"W-Wendy!" Ben blushes. "Geez, you really are taking your counterpart's behavior to account."

Wendy frowns for a split second, bThatefore backing her face slightly to give him a haughty smile. "W-What? Actually…didn't Edolas me say something about doing things with Omni-san at night time?"

"Oh yeah… He seemed to be a little flustered about it, throwing us into the portal and all. I wonder what made him so nervous." Ben wonders.

The two contemplate about this, with Wendy's face reddening as her eyes contract slightly. _"I-Is it that?!"_

" _That?_ What do you mean?" Her boyfriend blinks. Wendy starts to smiles a bit, giving him a smile that looked quite suggestive as she went for his ear.

Whispering her answer to him, Ben's face brightens up once again, this time at being the question of why she knew such terms. Wendy's blush continues as well, but she places her fingers on her lips, as if suggesting something between the two. Ben gulped, but he didn't seemed to be in absolute denial to whatever she had planned.

"…People really do that stuff in Erza-san's and Levy-san's novels…" She says as she places her hand on his cheek. Ben gasped as he felt the Dragon Mark activating.

"H-Hey, Wendy…! I-I think we're too young to— _MmmmPmmph?!"_ His eyes opened up to their maximum as Wendy went for his lips, the two engaging in a deep kiss.

 _'W-Wendy! Her tongue is…!'_ All Ben could do was enjoy the sensation growing exponentially in his mouth, as Wendy had pushed him down and thrown herself onto him.

Continuing the French kissing for a little longer, after a few seconds, due to the two beginning to lose their breathe, Wendy lifted her lips from Ben's, with a trail of saliva leaving their mouths. Ben was panting heavily as she snuggled into his chest, taking whiffs on his scent while giggling cutely.

 _"Ah… I love this smell… I love you, Ben…"_ She says.

The Omnitrix wielder was hesitant to let her continue, but he was taking a liking to this himself. He knew that even though she was being influenced, she was in full control of what she was doing. The state most likely allowed her to transcend her shy and quiet demeanor to let out her true desires, which in this case was to cuddle and devote her love to him in full. Ben giggles a little as he pets her head. Wendy purrs, which was a surprise to Ben.

"Purring, oh you little kitten… Or, little dragon?" He wondered. "Wait, speaking of kitten…"

 _"Y-You two…"_ A voice came from below them, snapping Wendy out of Mating Mode.

"Crapbaskets…" Ben croaks as he and Wendy turn down to see Carla shocked beyond words. "C-Carla, this is…"

"SHAMELESS!"

"W-Wait a minute, Carla!" Wendy panics, sitting up on Ben's lap as she tried to turn around.

The white cat however blushed immensely as she suddenly took the Omni took out from nowhere, blasting the two out of the room and leaving a hole in the wall as they rolled out towards the hallway. Ben and Wendy shouted as they held onto each other, with Ben catching her as they bumped against a wall.

"Crap, run for it!" Ben says, but as he turns, he immediately shrieks and pales out.

In front of him was none other than Erza, who somehow had sensed some of the suspicious activity that was currently ongoing. Call it a sisterly sense, but the look on her face didn't help the situation at all, especially since Wendy was still in her pajamas and holding onto Ben's hand.

 **"Hello there, you two…"**

"E-Erza-san?!" Wendy steps back. The couple starts to sweat an absurd amount as a creeping aura of black and red started to envelope around her demon-like body.

Backing up, Ben was going to make a run for it with Wendy by jumping out of the nearest window, but as he glanced behind himself, his eyes popped out upon seeing Carla aiming the Omni Tool at them. Looking back and forth as both dangerous foes started to creep on, Ben quickly activates the Omnitrix and slams the core down.

Blinding everyone, Bloxx quickly replaced the horrified youth. Erza cracks her knuckles as she Re-quips to her Purgatory Armor set. The Segmentasapien cries out as he quickly rolls himself into a large sphere, crashing out of the wall in a similar fashion to Cannonbolt. Wendy crawls towards the edge to see him land next to the porch, but she yelps upon feeling the wind brush against her as a result of Erza jumping out of the wreckage.

"BEN TENNYSON! GET BACK HERE!" She roared as she summoned her massive blade, crashing it onto the floor. "WE NEED TO TALK!"

"At least give me a chance to—HEY! I know Bloxx can regrow easily, but cut that out!" He barks as Erza swipes at his legs, destroying his lower body.

Regrouping them quickly, the blocky alien starts to hustle out of the dormitory area, leaving Wendy a sight to behold as destruction and mayhem dwelled into the town of Magnolia once more. As she chuckles a bit, she turns to her side to see Carla, who calmed down a bit as she sighed.

"Sheesh… I told you to get together with him, but at least keep the situation to a controllable level, young lady!" She smacks her leg.

"Ha-ha… Sorry, but…"

"I know, I know. You can't help but throw yourself onto him, but _I_ can't help but notice that you sometimes try to do so on purpose…" She gives her a glare. Wendy turns away while smiling nervously, confirming her speech.

From around the corner, Levy yawns as she comes around. Witnessing the destruction, she blinks, but then grins. "Oh, Ben must've came and flirted with you, right?"

"F-Flirted? I mean, we…" Wendy covers her cheeks, but Levy snickers.

"Oh, I know the two of you are already together. It's kind of silly how nobody assumed otherwise. It's almost as bad as Alzack and Bisca…" She sighs. From within the dormitory, said green head sneezed.

"The cat's out of the bag I guess…" Wendy looks out. "So… What do we do about this?"

Turning to the hole in their room, as well as the breakage of the entire dorm itself, everyone sweat dropped as explosions were seen in the town from afar.

"Let's just leave that for now… Ben will come back and fix it back up." Levy surmises. Everyone shrugs, looking out for another glorious day to begin…

* * *

This took soooooooooo long.

I've been wanting to expand the idea of Edolas and Earthland rejoining with one another in a way. The most interesting thing I'll have to explain is the Tenrou Island Arc and the Timeskip. What would happen if the link between the worlds were established, and the Edolian Fairy Tail members ventured into Earthland, only to hear about Acnologia's damage? :D

Regarding Omni himself, I have been wondering if I should create an entire story dedicated to his backstory, from him traveling from his Earth, to adapting to life to Edolas and up until the beginning of the Edolas Arc. It sounds pretty good, so let me know in the review section for whatever shit you guys think I should do regarding this idea!

Also, I've been thinking of the various designs for the Ultimate Forms, as well as names for the other possible transformations that I can introduce into this story. Like for example, if I gave Ben a… **Protost** form, what kind of name would likely be a thing for it? This can apply to other species like the Highbreed or a Detrovite. Let me know about this idea as well.

Now, regarding Ben and his inclusion with the S-Class Trials. It'll be a weird thing to implement, because as much as I want to involve Ben and Wendy as an individual pairing for the Arc, how would I be able to implement Mest, aka Doranbolt? His Memory Manipulation magic could be possibly countered by the Omnitrix, but I still have mixed ideas about the thing in general about hypnosis and Ben. After all, Ben _did_ get mind controlled by Sublimino in Midnight Madness.

Also, just a little thing. How should I implement Zeref's involvement with his Arc. I'm sure he would have interest in Ben himself, as well as his various forms. Regarding his Death Magic, I'm…pretty sure that **The Worst** can survive it? I mean, probably with an insane amount of damage being applied to him as he does so, but nevertheless.

Wait, couldn't Terraspin be a viable counter to that…? I wonder.

Anyhow, that's all I wanted to say for now, so chow! I'm gonna relax on this Spring Break I so rightly deserve! (Ha, see the reference I just made?) I hope all of you fellow students have a splendid time with whatever hellish things you're going through! My condolences are with you all! (- ^ - )

As always, please R&R! I love the shit that happens in this comment section, whether they be reviews, idea suggestions, appreciations, comment wars and useless bickering between you guys, or any other crap! I love it, and I wouldn't change it for a second! Come with me with your ideas, and I'll see you later in the next chapter. Ciao!


	48. Tense Situations (Tenrou Island 1)

And here we go people! Sorry for the wait! I blame my doing of Deviantarts!

Anyhow, welcome back to the Null Fairy! We're officially going into the Tenrou Island Arc! We have a lot to discuss, but first let's go over the reviews!

 **prof. fukin' oak** **:** I love Seitokai Yakuindomo. I loved that movie as well! Well, my favorite character was Mori, but she didn't get that much screen time… Feels bad man.

 **Dragon Storm:** Thanks for the wait! I hope to obtain your continued support (p.p)! But, you know me, I don't really want to introduce Ben 10 characters into this story. Regarding your other question, if Wendy were to have her own secondary element, it would probably be… _Light_.

 **Hunter81095 and SwordOfTheGods:** Thanks for your suggestions. What I was thinking about was telling the story of Omni's coming from his Earth, and the events all the way to his capture and the start of the Edolas Arc. I have an idea about the lack of magic energy though, so don't worry.

 **Ajjr12:** It's certainly interesting when you think about aliens that have or seem to have magic resistance. Aliens like The Worst is able to withstand pain levels to un-degreeable standards, yet he'll feel all the pain. Terraspin can be invincible, but this Ben needs to learn how to use it. Ghostfreak is vulnerable to magic though.

 **RedDragonforce1:** A lovely suggestion! Planning out obstacles with Ben's help was something I originally wanted to implement, but I was also kind of interested in making him an S-Class. Of course, I wasn't going to go with the 'oh, you're suddenly S-Class' thing!

 **Izuku Rox:** I was kind of interested in making such a chapter! I know there was that scene after the Grand Magic Games, I remember Erza turning into a loli during that one time, but I may implement the youthenizing beam in the Arcs before that! Circus events are funny too

 **NJred2000:** A scar? Interesting, but it would have to be something small, or something that wouldn't ruin his image. Maybe on his shoulder or neck possibly, I'll think about it!

 **Cheshire shadow:** I get what you're saying. Naturally, it would be easy to do such a thing with Echo Echo. If we added Ultimate Echo Echo to the mix, oh boy…

 **Xion the XIV:** I get what you're saying. It kind of reminds me of Street Fighter's Blanka, where he accumulated electrical prowess through eating all of those eels. And yeah, since the air and everything else is filled with Ethernano or "Mana", it could also work. I'll look more into that.

 **Nexus240:** Good to hear from you. If I were to make the armor design for the Null Fairy, it would probably be first a prototype suit for Ben, but would eventually be a Requip for Erza. It would most likely be an armor for Ben if this were the Huntsman From the Void though. Good for you for watching Gundam! I've already watched all of the main series!

Anyhow, that's all I wanted to say! Once again, thanks for all of your continued support. As usual, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading to you all! Thanks for over 1,400 reviews, 470 Favorites and Follows, and over 248,000 views!

* * *

 **Chapter 48:** _Tense Situations (Tenrou Island 1)_

The night of day was currently reigning upon the town of Magnolia. Inside the Fairy Tail guild, Makarov was seen holding the object that Professor Paradox gave him. Fumbling it in his hand as he sat on the counter, the guild was completely deserted for the night.

Looking down at said object with a stern face, a pile of papers were seen next to him. They were containing the information and records of every single guild member that was currently registered in the guild. On the top was a small portrait of Ben along with a detailed documentation of his current record of missions and events relating to him. This was all done thanks to the help of Mira and Erza.

Picking up said sheet, which was starting to get a little thick, he smiles a little as he glances at everyone else's.

"…I should probably tell him during the Trials." He decides before looking out a window, viewing the pale shining of the moon as it poured into the guild.

"First Master, please let this event pass with no trouble…"

* * *

 **…**

The end of the week had finally passed. When Ben, Wendy, and Carla came together, the first thing they felt, especially Wendy due to her sensing the tense auras in the air, was that of anxiety…excitement, hope, an entirety of different emotions as they entered the guild hall.

"…This must be really important." The young Dragon Slayer gulps as she tugs on her outfit. It consisted of a long-sleeved peach red shirt with a navy blue sailor-style collar attached at the lower part of her neck, as well as a skirt of the same color and black thigh high socks with sneakers.

"Is this the thing that Master Makarov was talking about? Not even Erza told me about this." Her boyfriend comments as he looks around. The entire hall was filled to the brim with every single guild member present on the lower floor.

"I was wondering why everyone was going about and being more crazy than usual with taking jobs and whatnot. Guess we'll find out the answers today." Carla states as they sit down at a table.

The rattling of the crowd was noisy, with bickering and other inexplicable sounds being heard until from the stage, Mira, Erza, Makarov, and even Gildarts are seen arriving from the backstage.

"So… What's all this commotion about?" Lily looks up as he stands with Gajeel next to him.

"Beats me. Sounds like something fun is gonna happen though." His partner responds.

As Makarov clears his throat, the commotion finally starts to succumb down to whispers, and then to total silence after a few more seconds. Even the more composed members, like Alzack and Freed were tingling with anticipation.

"Well, it's time to finally find out what's happening…" Lucy gulps. Juvia nods as she stands next to the blonde.

"…Alright! Good morning, everybody!"

Everyone cheers. After the old man calms the crowd down once more, he looks across the massive audience with a straight face.

"Fairy Tail! As we have done in the days of old and past, it is now time for me and the rest of the group with me to announce the participants in this year's _S-Class Wizard Advancement Exam_!" He states. To Ben and Wendy's shock, the crowd goes wild once again, though only for brief moment.

"Wait, S-Class Advancing?! Why didn't I hear about this?!" Lucy was surprised to say the least. She flinches upon seeing Natsu lighting himself on fire once Makarov began to speak again.

"Okay everyone, quiet down now!" He barks.

"Let the Master speak, everyone." Gildarts simply says. Immediately, the crowd shuts up, much to Ben's surprise. Gildarts must've really had an influence on these guys.

"Thank you, Gildarts." Makarov closes his eyes, before folding his arms.

"This year's Trials will be taking place on the sacred ground of our guild: Tenrou Island!" He reveals. From the corner of their eyes, Ben and Wendy could see Lucy sneaking around, asking for information from various members of the guild.

"…Each of your hearts, your souls, powers… I have judged them all through this past year as Wizards of the highest caliber. And for that… I will be announcing that there will be _eight_ participants in this year's trial." He states with an iron fist, though not a literal one.

 _'…Eight.'_ Everyone echoes that word as they all gulp in unison. The stern faces of every looks towards the old man as he opens his mouth to announce the first trial taker.

 **"Natsu Dragneel!"**

Upon hearing his name, Natsu clenches a fist in victory. "Hell yeah!" Everyone else turns to him with a smile, but quickly returned to their neutral expressions once their eyes dwindled back towards Makarov.

 **"Gray Fullbuster!"**

"Alright… The time has finally come!" He grins. Juvia practically swoons over him once again, but even then, he actually was too excited to care for her practical harassment over his body.

" **Juvia Lockser!"**

"My darling Gra—huh? Juvia was selected?!" The water mage blinks, dropping herself from Gray. "But Juvia is a new member though!"

 **"Elfman Strauss!"**

"Nice, Onii-chan!" Lisanna slaps his back. The bulky Take-Over mage roars. "THIS MAN WILL BECOME AN S-CLASS!"

 **"Cana Alberona!"**

Ben and Wendy expected for her to react similarly to the rest of the selected individuals, but to their confusion, instead of looking happy, she actually had a…dejected look to her face. Almost sad, even, despite everyone else happy for her selection.

 **"Freed Justine!"**

"It's time for me to follow in Laxus's footsteps…" He murmurs with a smile. The rest of the Thunder God Tribe congratulates him with smiles and pats on the shoulders.

 **"Levy McGarden!"**

"Yes!" The blue haired girl squeaks with joy as she jumps and punches the air. Jet and Droy dance around her with similar reactions. It seemed like this year's members were really working hard for this.

 **"And finally… Mest Gryder!"**

"…Mest Gryder?" Ben turns to the man in question, narrowing his eyes. "…Why haven't I heard about him before…? It seemed as though he has quite the reputation in the guild…"

"Huh? What do you mean by that?" Carla asks with a cocked eyebrow as she stands.

"Never mind." Ben shakes his, glancing at Mest for another moment before turning back.

While the announcement went off smoothly, many of the members fell to comical reactions of sadness. Alzack cradles his knees in despair as Bisca chuckles, trying to cheer him up by patting his head.

"There's always next year, Al." She states, though her partner remains heartbroken despite the cheer up.

"Natsu's finally in this year, huh…" Max says towards Warden. "It's about time, if you think about it."

"Yeah. Gray too! Those guys cause the most trouble, but they pretty much work the hardest in the entire guild." The telepathic mage agrees.

"This is gonna be good…" Macao grins. Romeo nods, but he turns towards Ben and Wendy.

"Yeah! But… I wonder why big bro Ben wasn't selected though?" He says. Wakaba ruffles his hair as he grins. "Well, regardless of that, just look at everyone, Romeo! Everyone looks rarin' to go!"

"I guess. S-Class Wizards though, huh!" He smiles.

As the new commotion goes through, Gildarts turns to Ben, who sat with his arms crossed. His neutral expression was not one of disappointment, but that of questioning and curiosity. He smirks as he looks back to the crowd.

 _'Ha, can't wait for this next…oh, right. Master's going to have him doing_ that _instead.'_ He reminds himself.

"Ohhh… So everyone was working really hard to be selected for the trials." Lucy nods.

"This is going to be so exciting! Good luck, everyone!" Wendy yells out with a big grin.

Makarov quiets the crowd for the umpteenth time, with everyone looking up once more once Erza and Mira stepped up with him. "This year, only _one_ participant will be passing! The exam will be taking place tomorrow after we go to the island!"

"Will it be Freed?" One member questions.

"No, definitely Mest!"

"You can't count off Natsu and Gray though!"

"Wait, why wasn't I picked for!?" Gajeel yelps with a late reaction. Lily turn to him with a mixed look.

"Well, according to what I've heard from the people around here, your reputation isn't that good." He bluntly says. Gajeel croaks.

"Y-Yeah, but that was…! I mean, I can't tell ya why that's so but… AGH! I wanna explain, but I can't do so!" His mixed feelings of anxiety and sadness come out in the form of painful groans as Lily chuckles.

"Well, also because of Erza." He adds. Gajeel drops to his knees as tears fall out of his eyes.

"GOD FUCKIN' DAMNIT!" He slaps the floor in a pitiful manner.

* * *

 **…**

Back with Ben and Wendy, Carla sighs as she stands up. "Really now… Honestly, there's always a fuss in this gui—?!"

Talking crap about the guild for a second, before she could complete that sentence, she feels a sensation in her head as her eyes contract. This feeling…it was like when she was in Edolas, back when she was in Cait Shelter… This was…"

 _'…A vision?!'_ She gasps as it begins. Ben and Wendy notice her strange behavior as they turn to her in question.

"What's the matter, Carla?" Wendy asks. Ben seemed a little more suspicious, as there weren't many things that got _Carla_ of all people riled up.

"N-Nothing…" She quickly responds as she turns away, leaping off the table and landing on the wooden floor of the guild.

As she walks away from the duo, she narrows her eyes as she tries to recall the full tunnel vision of the events that occurred in her head, beads of sweat rolling down her face as she did so. The black and white imagery in her head showed what seemed to be a forest. It was collapsing due to some extraordinary force that crashed into it.

The next images that zipped in her mind was that of Cana on her knees, crying onto the floor as she helplessly looked across a mountainside in the middle of the rain. The more and more images that came by, the more that Carla started to become worried with what was…or rather, may happen.

The next few flashes were the frozen faces of some of her fellow guild members. Natsu stood down in a fearful matter, something that she'd never thought she'd ever see in her entire life. The next was that of a fallen hand, in which she didn't know if it was attached to the person in question due to the scratches and bruises that covered it.

 _'Wha… What is—Oh no…WHAT IS THAT?!'_

The final images were the worst… The first was that of a dead forest. The trees had no leaves, crumbled leaves of pure black scourged around a single individual as he stepped on a field of dead, black grass. His white robe flustered as an oddity of magic power surged around him. It was like a black miasma was forming in a circle in his vicinity as the view turned to his face. As his eyes were closed, as he performed a spell with a hand sign, his black eyes opening with a glowing pure red color as a wave of darkness consumed her vision.

The next one though, was the conclusion, the final one. Carla had the most fear when she viewed this one, almost to the point of fainting. Two Dragons… One that black scales with blue details was fighting with another dragon. What shocked Carla was that this other one had the Omnitrix dial on it, the color of its body being emerald green with black details. She could tell…

 _'…Ben.'_ She gulped as she glanced at said shape-shifter. What she saw…was only fire and destruction that lied in his and his opponent's wake…

* * *

 **…**

"As this is the first time for many of you, let me properly explain the rules!" Makarov starts off once again. By now, Carla had returned back towards Wendy and Ben, and surprisingly to the both, was sitting in Ben's lap in concern.

 _'I wonder what's gotten her all riled up.'_ Ben asks Wendy via eye contact as he turns towards her. The young Dragon Slayer shrugs, being unable to answer the question.

After Makarov brings the crowd under control, it was then that Mira comes to the front of the audience, carrying a placenta of documents had held a bunch of text. She takes one out as she begins to speak out towards the members of Fairy Tail.

"Each of the eight selected participants, please select a partner to coordinate with. You'll have until the end of the day to do so, so be careful with who you'll take with you!" She smiles.

"Eh? Just a day?" Lucy blinks in astonishment.

"How are we supposed to do that, Nee-chan?!" Elfman sweat drops. Several other members were also nodding in agreement towards the seemingly nonsensical decision by Makarov and the group.

"Well, this'll test the participant's ability to quickly adapt to an unknown situation! And besides, it's fun to see all of us squander around!" She innocently smiles again, making everyone shiver.

 _'…I can't tell if she's joking or not…'_

"But…a partner though. Is this some kind of coordination initiative? Only one of the eight can pass this time." Ben cups his chin in wonder. Max nods as he stands next to him and Wendy with Warden.

"It's a contest between two-person teams. I guess they'll be trying to test out the bond between the various friends and members of the guild." He says.

"Yeah… But, I can't help that…"

"…You're getting a lot of attention all of a sudden?" Wendy finishes Ben's sentence. The brown haired boy slouches a little as he nods begrudgingly. He felt the eerie stares from a majority of everyone in the guild.

Erza smiles at this little predicament, but nevertheless summons a sword and flashes a light to get everyone's attention back in order. "Anyhow, there are three rules for the partners that you can choose."

"Three?" Alzack props himself back up.

"Yes. One: They must be a member of Fairy Tail." She first lists off with a finger.

"Second: You cannot partner with any of the S-Class wizards, which includes Gildarts, Mira, or myself." She holds a second finger up.

"…A team without Mirajane, Gildarts, or Erza herself." Lily processes the words. Gajeel actually hums in interest to this.

"Well…I suppose that being in a team without Erza-san would make anyone too powerful." Wendy chuckles. Ben nods, but Carla still seemed to have a slight case of stubbornness as she tugs a little tighter on the sleeves of his shirt around herself.

"And third!" Makarov himself comes up, with Erza stepping back a little.

 **"If anyone wants Ben as a partner, you'll have to defeat him to do so!"**

…

…

"…Huh?"

Said brunet frowns, before feeling an absurd amount of eyes digging into him from every direction. Sweating marbles, he looks to see everyone with suggestive eyes, especially those of some of the eight participants.

"Oh no…" He was about to get up, but it was then that Makarov does a thumbs down.

"Just _kidding!_ " He suddenly says, making everyone drop to the floor. "Having Ben on any one team would virtually let that person win!"

"Good lord…" Ben sighs in relief as he sits back down.

"Well, we're still going to have him do something for the trials. Speaking of which, the contents of the exam itself will be announced once you arrive on Tenrou Island itself. Until then, you won't have a clue to what you'll be doing!" Makarov announces after joking with that.

"What? Can't ya give us _some_ kind of info?" Natsu whines.

"Hmm… Well, I don't know if this is gonna be news, but Erza's gonna be blocking you all in the progress!" He points to the redhead with a troll face.

"Eeeeeeeeeeeeeh?!" Everyone cries out in shock at the same time, even Natsu and Gray.

"Oh, I'll also be getting in your way too! _Better buckle up, you hog washes…!"_ Mira's expression does a complete 180, with her face contorting to that of a sadistic punisher.

Elfman and Natsu feel shivers on their backs as they huddle up together in fear. "The She-Devil is back!"

 _"That's right, damn it!"_ Mira cackles, before giggling with a innocent smile. "Best of luck to you all!"

"S-So you can't become S-Class without going through both Erza and Mira-san?! That's pretty much impossible then!" Lucy gasps while covering her mouth. Max and Warden chuckle unenthusiastically.

"Well…I'm sure they'll hold back a little…"

"But that's what we meant by "hard"." They say together. "It isn't a cake walk, despite the year or despite the location. The Master always tries to pretty much torture us during the yearly exams."

"And he said that Ben was going to be a part of it too though…" Lucy turns to said person. "…I don't think anyone's gonna pass if he decides to have him act as an obstacle…"

"Now, now… Ben is going to be participating in this too, but only the participants and their partners will know what specifically." Makarov reassures everyone.

"Yeah, so no complaining, alright?" Gildarts grins. "All of us S-Class Wizards have gone through the same, rough path."

"W-Wait a second… Then that means…" Elfman gulps at his sudden realization, with Happy responding similarly as he floats next to him.

"Gildarts is gonna be blocking us too?! YAY!" Natsu's eyes glitter in excitement.

"DON'T BE GLAD, DAMN IT!" Gray retorts against his happy remark as he slugs him with a snowball. It was meaningless though, as fire surrounding the Dragon Slayer melted the projectile before it came towards his face.

" _AHEM…_ The eight selected participants and their chosen partners will assemble at Hargeon Port at 7 o'clock sharp tomorrow! That's all, folks! Ben, stay come with me!"

"Y-Yes, Master…" Ben blinks as he places Carla on Wendy's lap. Once the crowd starts to disperse, the youth joins up with Makarov and company…

* * *

 **…**

"Well…this year's gonna be tougher than any other…" Gray sighs as he folds his arms. The selected individuals and their friends were sitting together on a single table. It was now the beginning of noon, with the eight of them eating lunch together.

"I'm more surprised that this is the first time for any of you guys." Lucy comments as she places her arms on the table, leaning her cheek on them as she listens.

"It doesn't matter how hard it's gonna be! I'm all FIRED UP for this!" Natsu barks out a blast of flames in retaliation. "Just wait and see, Gildarts! I'm gonna be an S-Class for suuuuuuuuuuuuuuuuuuuuuuuuuuuure!"

"Hard…? This year, Gildarts is gonna be here to stalk the competition down, and Ben's gonna be here to utterly and completely fuck our shit up!" Elfman cries out as he lays his head on the table in despair. Lisanna gasps as she slaps his back.

"Onii-chan! Swearing isn't a good thing to do!" She scolds him.

"Well…He's kind of right though. Everyone seems to be having a rough time, so best of luck to you all." Wendy chuckles nervously, before she and Lucy heard some laughter coming from a corner near the group.

Everyone turns to see Freed and Bickslow agreeing on something. It seemed like the two had made an agreement to support each other during the Advancement Exam.

"I'm trusting you, Bickslow. Let's do our best." Freed smiles. Bickslow cackles with joy as two of his dolls spin around him.

"Kahahaha! Leave it to me, my man! I'm sure that Laxus would be pleased to know that one of us has become an S-Class Wizard! That means the ranking of the Thunder God Tribe's also be going up as well!" The masked mage nods furiously.

 _"S-Class! S-Class!"_ His dolls echo out.

Lucy sweat drops. "So… Bickslow is going to be Freed's partner, huh? That certainly sounds like a powerful team to be sure…"

"So skeptical!" Happy retorts. Lucy sighs, before turning back to everyone.

"So, have you guys decided on who your partners are going to be?" She asks the gang.

"I'm partnering with Happy, duh!" Natsu immediately responds as he turns to his partner in crime. "Ain't that right, buddy?"

"Aye, sir! You can count on me!" The blue cat nods as he raises a paw.

"Wait, Happy?! That's no fair though!" Elfman barks. "What happens if the Exam happens to be a race then? Happy will just fly you towards the goal!"

"Well? What's wrong with that, Onii-chan? If you think about it, he isn't going to be invincible even if he does so." Lisanna counters him. "Mira and Erza both have forms that are capable of flight, Ben can transform into a variety of forms like that as well. And don't even get me started with Gildarts."

"Eh? Gildarts can fly?" Wendy blinks.

"No, but he has a pretty nasty throwing arm. He can knock you out from a mile away with the flimsiest of pebbles!" The white haired girl responds, much to the Dragon Slayer's dismay as she gulps.

"O-Oh… I see."

"And besides, even if a part of it was flying, when it comes to fighting, the blue rat's not gonna be much help." Gray snickers. Happy sweat drops. "Graay… That's just mean…"

"It's not entirely false though!"

"Quit bullying me!"

Happy then regains his posture as he and Natsu stand up. "Anyhow, I'm gonna make Natsu an S-Class for sure!" He barks.

"Yeah! And nothing's gonna stop me, even if it's my friends!" The fire mage growls.

"…What about Gravattack?" Wendy turns to him. Everyone snickers upon seeing the pink haired mage crumble to the ground in horrifying remembrance as Happy attempts to drag in out of the guild.

"He-he-he… It's so cute to see him like that…" Lisanna smiles as her cheeks go a little red. "Natsu's gotten to the point of being good enough to be an S-Class during the two years I've been away."

Lucy frowned a little at that remark. She didn't forget the little snip bit that she did with Natsu when the gang got back from Edolas. Lisanna was the supposed first love of Natsu when the two were younger, at least it's what she's heard… She couldn't help but have this tugging feeling in her chest, but she decided to push it off for now. Her personality would become a problem if she were to let it grow out of control, so it was more for her friends' sake rather than herself.

"Why do you say that, Lisanna-san?" Wendy asks, curious to her previous comment. The female Take-Over mage giggles as she turns to the young girl.

"Well, Natsu thinks that he'll be able to meet Igneel if becomes the greatest wizard ever." She admits with a goofy remark. "That's why he's feeling twice as strong as compared to the rest of the people here. At least, that's my opinion.

Lucy and Wendy in response to that, but Lisanna's preppy talk actually managed to dishearten Juvia a little. She wiggles her body slightly as she looks down nervously. "W-Well, if you're so into that then, I suppose Juvia isn't like a person…"

"E-Eh?" Wendy retorts. "Wh-what do you mean?!"

"Umm… What Juvia is saying is… Juvia would like to withdraw from the exam then…" She says. This time, everyone else turns to her in confusion. "Because… _murmur…murmur…"_

"Huh? What's she saying?" Gray leans towards her from his side, making her gasp.

"B-Because Juvia…" She blushes in embarrassment as he glances at him. Lucy, noticing this behavior, snickers as she turns to him and goes to his ear.

 _"She wanted to be your partner!"_ She reveals.

"SEE?! YA GUNNING FOR HIM, YA BLONDE WITCH!" Juvia's attitude does a 180 the moment the Stellar Mage goes close to Gray. She quickly tries to correct the silly misunderstanding once she backs off from him.

"Gray-sama?! Are you planning to partner with Lucy-san of all people?!" The water mage slaps her hands on the table, turning and pointing at Gray with a water finger full of malevolent jealously.

"Ha?! What are you babbling about?!" The ice mage barks back. Footsteps could be heard as the two continue to bicker with each other. Wendy and Carla turned to the owner of the sound as a familiar black suit and red tie make its appearance.

"Gray!" The voice calls.

"Look here, Juvia. I've already decided on my partner!" Gray points to his right.

"Eh?" Lucy blinks, looking into her pocket with shock, before frowning. "Loki?!"

"Heya, everyone. Long time no see!" He smiles. He had the same suit, but unlike his usual appearance, his face and hairstyle were reverted back to that of his time during as a Fairy Tail mage on the loose from being perished from the world.

"Long time no see, my ass! Hold a crappin' second!" His owner yells.

"Loki?" Lisanna blinks. "Wait, what's this about?"

"Long story short, Loki here was actually a Celestial Spirit. We promised a year ago that if I got to be selected for the S-Class Exam, he'd be my partner." Gray summarizes.

"Huh… I guess some really strange stuff happened while I was gone." The white haired girl responds. "Guess I'll ask you guys later what happened.

"Anyways…" Loki smiles as he leans down towards Lucy while loosening his tie up. "Sorry Lucy, but I'll be abolishing our contract for the time being of the S-Class Exams."

"Wait, but…"

"And before you say something about that, don't worry. I came to the Human World with my own magic power, so there's no need to worry about summoning other Spirits with your own magic." He quickly explains to the blonde while taking his blazer off.

 _'Er… Why is he stripping for?'_ Wendy sweat drops. _'Did Gray-san's habits somehow transfer to a Celestial Spirit? Wait… Can I have Ben do that as well?! OH MY GOD!'_

Carla frowns upon seeing her partner cup her cheeks, her naughty thoughts clouding her judgment as she begins to giggle with a disturbing tone. However, this went pretty much unnoticeable by everyone around her.

As the gang continues to chat up with the nonsensical drama, Ben finally arrives from the back of the guild from Makarov's office. Eyeing the group that sat at the corner, he begins to stroll towards them.

"Hey guys, what're you talking ab—"

"But, are you technically still a member, Loki?" Elfman asks with a sure expression towards the Lion Spirit. He nods as he finally takes his dress shirt off.

"WHA—"

"OH GOSH!" Wendy blushes a little as Ben gasps in shock.

"I am still a Fairy Tail Wizard." Loki says, revealing his green guild mark on the middle of his back. "With my pride as being both a member of the guild and the leader of the 12 Zodiac Celestial Spirits, I shall—"

"OI! DON'T STRIP IN FRONT OF WENDY! WHAT ARE YA, GRAY OR SOMETHING?!" Ben growls of a sudden, drop kicking Loki in the face. Everyone gasps in astonishment as the Lion lands on his face, his rear facing the group as he groans in pain…

"W-What? Ben, when did you get back?" Loki quickly gets up while backing slightly away from the annoyed shape-shifter.

"Ya know… I don't know why I didn't changed into Rath and smashed your ba—"

"Wait, since when were you so close with Gray, Loki?" Lucy pouts a little. Ben stops his hand from slapping the Omnitrix as he and a fearful and half naked Loki turns to the blonde.

"Well, I did a lot of missions when I was with him, you know, before you came into Fairy Tail." Loki answers while also concentrating on protecting his lower region from a feral Ben.

"I guess that explains why you strip now all of sudden…" He sighs. "Still, I'm gonna drop kick ya if you do that in front of her again."

"Whelp, there ya go, Juvia. You'd best better give me your best shot at going against me." Gray grins as he turns back to Juvia, going back to the original topic. "This'll be like old times, with the two of us having a passionate battle."

"Passionate battle?" Loki blinks as he puts his clothes back on. Ben had gotten back towards Wendy, cooling her head off with a wet towel as she laid on his lap.

"Passionate… _Oh my God!"_ Juvia shouts with obvious intent in her mind. Lucy sighs as she gets a nosebleed, most likely from her usual delusioning of a "battle" between the two.

"Someone please explain what Gray did to her to make her so lovey-dovey after him…" She begs.

"Hey, it wasn't my fault!" The ice mage retorts back at her.

Lisanna continues to enjoy this conversation, even so much as she stood up to announce something. Boldly saying that she would partner up with Juvia, Elfman turns to his sister in surprise and shock, with the former mostly at least. The youngest Strauss explained that she got along fine with the Juvia of Edolas.

"And besides, the Juvia here is pretty cute as well! Isn't that right, Ben?" She grins as she brings Ben into the conversation.

"Cute…? I suppose so, but I can't say that Omni and I have the same exact opinions about the members of Fairy Tail. After all, the two people are different." He says while Wendy sighs in delight.

"Such warmth…" She mumbles. Carla sweat drops.

"Lisanna-san… Do you truly mean that?" The water mage asks her with an unsure look. Lisanna nods, grabbing her hands with a happy face. "Of course!"

"…Is she after Gray-sama as well? I must discuss this with Ben-kun…" Juvia gives the cheerful mage an unsure look as Lisanna smiles innocently, oblivious to the water mage's silent judging of the girl.

"How obsessed can ya get?!" Ben and Lucy retort in unison.

"Wait, who's gonna be my partner then?!" Elfman cries out, before shivering all of a sudden once his sister points to a certain individual staring at the group from afar.

"Well, look over there, Onii-chan. She's been giving you quite the passionate staring for a while if you haven't noticed." She says, referring to Evergreen, who sat with a mildly annoyed expression on her face as she stares at Elfman.

"W-What…? E-Evergreen? Lisanna, ya can't be…" Elfman gulps as his face pales out.

"She's a bit pissed that Freed picked Bickslow to be her partner, after all. Seems like she wants to partner with you to get revenge on those two… Wait, what's wrong with you, Onii-chan?" She finally notices his nervous stature.

Ben chuckles a little as he gazes away. "Weeeeell… Let's just say that those two recently have gotten a history with one another."

"Yeah… Let's just say that." Gray agrees. Lisanna turns to them in question, tilting her head as she tried to ask her brother what they meant.

"Instead of passionate stare… It's more like one that turns ya into stone…" He dared say. Lisanna frowns, before snickering. She had finally understood why he felt so nervous with her.

While the group continued to do fiddle with their antics, Ben decided to relax for a bit, sitting on a stool at the bar and simply looking out at the guild of rowdy wizards as they resumed whatever it was they were doing before he arrived. He didn't know exactly what to feel right now, despite giving his girlfriend a little comfort. Part of him was extremely happy to just be in this situation with his friends in the guild hall, but another part of him felt...worried. His thoughts began to resurface as the previous discussion about the S-Class Trials resumed in his mind.

* * *

 **…**

Moving back a little, this was just a little while after Ben arrived into Makarov's office after the big announcement was over. Mirajane and Makarov were sitting at the counter in the old man's office, with the former being behind it and the latter sitting cross-legged on top of it. Mira seemed to notice Ben's growing reluctancy as he sat next to Erza and Gildarts.

"What's wrong, Ben? Is everything alright?" Mira asked, seemingly concerned now.

Ben turns around in his seat to face Mirajane, a slightly awkward look on his face. "Yeah, I'm fine. I guess I just feel a little out of place is all. Master, why would you have me be a part of the Exam for? I don't believe I've done anything special."

"Whatever would make you feel like that?" the white-haired beauty wondered. "You've done numerous things that we've all appreciated since you joined the guild!"

"Yeah, come on kid, give the girl the chance to talk about your good side!" Gildarts laughs. "From what I've heard from everyone, you've been a real sport!"

"I dunno," Ben sighed. "I mean sure, I've participated in a number of important events that were relevant to the guild, but I think I've caused more mischief than achieving peace around the area."

Mirajane tapped her chin in thought, seemingly trying to recall an instance of a time where Ben actually caused trouble for the guild. "Hmm... I can't say I remember it ever happening before. Sure, that time with the Magic Council and the Etherion incident was one thing, but you can't talk yourself down just because of that." She looked at Ben with a smile.

Before Ben could think of a response, Natsu tries to barge into the conversation by slamming his hand on the door towards the office, an excited grin on his face yet again. "Ben! Fight me!"

Ben sighed, already exhausted by the boundless energy that Natsu possessed. "Didn't we already talk about this? You know I'll just take advantage of your motion sickness to win."

"Yeah, whatever! Come on, man!" Natsu urged. He then begins to punch the door as he talks, similarly to a cat clawing on a door. "I gotta make the best use of my time to train—"

Suddenly, Natsu's rambling was cut off by an armored fist to the top of his head once again, sending shivers up the Dragon Slayer's entire body as Erza briefly opens the door to send him off. Ben turned to his right to see that Erza had dashed over and was quite displeased with the fire mage's struggling behavior.

Mirajane smiled. "Oh my."

"Natsu, you idiot!" Erza growled. "We're in the middle of a meeting! Go train with Gray or something if you're in the mood to fight!"

"Yes, ma'am!" Natsu trembled before scudding away. Ben chuckled as he watched him crawl in pain.

"Ha, he never changes." Gildarts chuckles. Mira nods, with Makarov clearing his throat to bring everyone back.

"Well, regardless of your attendance with the guild, I can say that you're undoubtedly one of the more mature ones in this guild. Your naïve nature when you first joined was quite understandable, but you soon learned the ropes and rose to become an inspiration to your fellow members." Makarov started.

"Uh… Wow, Master. I didn't think I would receive such high praise from—"

Makarov let out a long sigh, before looking forward at the entrance to the guild. His eyes were closed and head lowered, nodding a couple times before opening his mouth slightly.

"…I ask this of you, Ben. Regarding magic as a whole, what do you think about it? Perhaps you think it might be similar to things you've seen in your own world by any chance?" He suddenly changes the topic.

Ben thought for a moment before he responded. Although he did think of one, he wasn't quite sure where Makarov was going with this.

"Well, I have to admit...most of the magic I've seen or heard about are things that a normal person in my world would think as impossible to achieve or perform." Ben remarked. "I believed that magic _did_ exist though, as I've seen it with my own eyes beforehand."

"I see..." The Fairy Tail master then opened his eyes, and turned to Ben, looking directly into his. "Then why do you claim that you are not a worthy person of such praise if you've performed acts that are considered impossible yourself?"

Ben knew what Makarov was getting at. Several members of the guild had referred to him as a Take-Over wizard when he first arrived, despite his many corrections on the subject. His own reluctantly to even correct future mistakes became common in his case as time went on.

"Because mages use magic of course. My powers come from technology, and as an individual myself, I don't possess any current talent to perform magic at the moment." Ben replied with a bit of annoyance. "I'm not like everyone else in the matter."

Makarov was about to let out another sigh, before looking at Mira as the former S-Class mage began to speak.

"Ben, there is much more to being a wizard than simply wielding magic you know? What people define as strength, as power; it can come from a variety of directions."

"But…

"Yes, I know what you're going to say. However, where it comes from is insignificant, because what matters is the person inside, the person who wields that power. It is what we choose to do with them that makes us who we are, after all." The young woman said wisely with a growing smile.

Gildarts nods as he stands up. "Fairy Tail wizards make the most of what we have. We cherish the time we share as a family, and live every day to the best we can with the friends we have by our side. _That_ is what it means to be a wizard." He then turned to the Omnitrix wielder.

"…I see." Ben looks up slightly. His mood seemed to had started to improve slightly as he listened through the entire thing.

"Do you understand? You, Ben Tennyson, have the will to inherit the title of "S-Class"." Makarov reveals. "You have the approval of many of us."

"I'm just a kid though. I haven't gathered the experience needed to overcome to such a level though. I think that other members of the guild deserve it. People like Alzack, or maybe Macao."

"And _that's_ precisely what makes you a good guy!" Gildarts slaps his back. "You truly care for your comrades. That, is the one thing that defines a Fairy Tail wizard in particular."

"But…"

"Oh, I have a suggestion then." Erza finally decides to join the conversation.

"Erza? Alright then, what do you have in mind?" Makarov asks.

"Regarding the placement of obstacles and other challenges for the Advancement Trial, you could possibly grade him for how well he interferes with the combatants." She suggests.

"Grade?" Ben asks his older sister figure. "Based on how well I perform?"

"Oh, speaking of the Exam, let's discuss the overall thing." Makarov takes this opportunity to switch the mood up. "Here, take a look at this. This is a map of Tenrou Island."

Jumping a little in an effort to grab a map that stuck out slightly from a nearby shelf, Mira instead grabs and places it onto a table. The old man huffs, but nevertheless thanks the Take-Over Mage as they sit down with the rest of the group. Makarov first points to a point on the map, near the edge of the island.

"This is where we'll be arriving at tomorrow." He starts. "After we get off the ship, we'll have a little time to get accommodated to the place before we begin."

"How so?" Ben asks.

"Tenrou Island is known for its hot, summer climate, and is located far from the mainland. Clashing currents that are present in the area makes the place unaffected by other climates and weather systems, which keeps the temperature high all year long." Erza explains.

"It's a perfect place to get a suntan!" Mira adds with a giggle. Makarov and Ben sweat drop in response to her innocent remark as they turn back.

"What I'm going to have you do is patrol these eight paths. These eight galleries are the places in which I'm going to have the eight pairs going through for this exam." He begins as he and Ben look at said entrances.

A bare rocky bay was present along the shores of the island, where no trees were present, but many large roots are shown crowding the rocks overlooking a clearing. Eight galleries were located here as entrances to a cave system consisting of an identical number of caves, with four of them converging together in two pairs to create single pathways, to the inner part of the island, to a glade, flanked by trees and palms and to where a waterfall was present.

This place acted as the starting point for X784's S-Class Mage Promotion Trial, with all of the galleries being marked by a letter from " _A_ " to " _H_ ", and back then was marked by the smoke coming from a pile of trunks ordinately disposed in a square shape to generate a massive brazier. Ben took some time to study these shapes.

"Eight different paths… And one end to it." He observes.

He went through holes 1 to 8, though the galleries seemed merge into several areas.

Gallery " _A_ " led to an open-air beach, with trees and bushes flanking it. Another route was shown leading to a cave with large holes on the walls, similar to rough windows, and a number of stalagmites and stalactites adorning it; polka-dotted mushrooms, somehow reminiscent of amanita muscariawith inverted color schemes, were also present.

The gallery marked by the letter " _C_ " ended with a pairing traveling to a marine cave joining it with another route, with a sandy ground, stalactites hanging from the ceiling and corals adorning the rocky sections. The ceiling sported several holes, lighting up the place alongside the drawings of a number of firefly-like beings floating in the area.

As Ben continued to study these geographical locations, the rest of the group smiled a little. The previous instance of hesitation and slight gloom he had was now dispersed, as he was now having fun planning out his ways to obscure his fellow guild members.

"This will certainly be an interesting year." Gildarts chuckles. "Here's to a good Exam, Ben!"

Letting his arm out for a fist bump, Ben momentarily glanced at it before fully pulling away from his planning. He grins as he punches the fist. "Natsu and the others are gonna be scarred after this over…!"

"Well, don't scare them to death, young man…" Makarov laughs heartfully.

* * *

 **...**

"Aaaahh… It's so cold…" Wendy murmurs as she holds Carla in her arms. The white cat and the Dragon Slayer were currently walking through the snowy night of Magnolia with Ben as they left the guild for the night.

"Well, I guess that's what happens when you wear only a skirt for your bottom." Ben snickers. "At least you're wearing a warm top."

"It's still kind of cold…" She continues to whimper through the cold.

He look at her. She was breathing quite peacefully, up and down. Her long blonde hair wasn't tied in anyway. Instead, she let her hair down, touching the cold air fully, her silky blue hair running down to her waist. She had a beautiful figure. A nice curve, not too much, not too less. Just perfect. He didn't say much, but he adore every inch of her. He treasure her so much he can't express it just with words. As he thinks that, Ben puts his arms around her, and she gasped.

The young Dragon Slayer beeped, blushing a little as he wrapped his own jacket around her. "Sorry...did I surprise you?"

"N-no." she said. Ben didn't move an inch, but he did loosened his hug a bit. Wendy's heart was beating fast at his single touch, even if it was for just a mere seconds. "...It's cold, so I was kinda worried about getting back to Fairy Hills before Carla and I froze up. But…aren't you cold?"

"Well, not really. I have…some experience with this, but now that ya mention it—"

He looks up at the sky, just realizing that tonight was indeed snowing hard. The shape-shifter activates the Omnitrix and was about to slap the core down.

"There." His gesture was gentle as he held his arm up, like he always did when the two were in a cold or sticky situation. But that wasn't really what she meant by her words.

"Ben." Wendy took the courage to speak up after gulping. "I…like your hands around me," she said, almost whispering, but he could hear it clear because both of them are so close. "...It's warm."

With those words, he didn't need a whole second for him to hug her again, this time more tight. He put her chin on top of her shoulder. His body touching her back. He smiled. "Now I feel warm too."

Her cheeks reddened. It was first time someone hug her from behind, and she must admit it felt nice. Especially since it was Ben, her beloved mate. He was so loving, sometimes making her feel he's too good for her. However, that just meant that she would put all of her time into being the best person to partner with him.

"Such lovebirds." Carla snickers. The twos' blushes went further up, but at least it added to the warmth they already had.

As the three continued to walk along the usual streets that bordered through the canals of the town, deafening but calm silence was present around them as they continued to stroll through the town. The streets were bare, with only the lights of the nearby houses illuminating the way as they went on. However, it was then that Carla sighed.

"…What's the matter, Carla?" Wendy glances down. The white cat blinks as she rests her arms on her.

"I don't know why… But I have a bad feeling about this. The Exam, that is." She replied.

"Why's that?" Ben this time asked.

"It's just a gut feeling, if I had to compare to those rascals at the guild. Ben, I can't tell you to participate since the Master is having you do so… But Wendy, don't participate in this." She says to the both of them.

Wendy shrugs, smiling a bit. "Well, there's no one for me to partner with, so no worries."

 **"…I wouldn't be so sure of that, Sky Maiden, Null Fairy."**

Ben frowns. He didn't sense the voice behind him in any way, which only sparked a sense of misfortune in his mind. As the two stopped to hear footsteps in the snow of all a sudden, Wendy turned around first. She was mildly surprised to see Mest standing there as Ben turned as well, a growing expression of suspicious appearing on his face.

"…Mest Gryder." He echoes his name. Carla seemed to be getting on with a look of her own as Wendy tilts her head.

"Um… Who are you?" She asks.

"Me? I'm Mest, Mest Gryder. I am an apprentice of Mystogan." He reveals. Ben frowns again, this time with his brows furrowed.

"That's impossible." He says, which surprises everyone. "Mystogan and I kept close tags with one another during his time here."

"What do you mean by that?" Mest narrows his eyes. "How would you know about his activities?"

"Activities? Do you even know _where_ Mystogan is right now?" Ben counters him.

The question was certainly a mind boggling one. Mystogan's previous presence in Fairy Tail was that of a phantom, one that came and went as he pleased. Practically no one knew of his appearance, and when he did reveal himself, albeit unwillingly, there was no one besides the few members of Fairy Tail members that saw his true face.

"…That's…" Mest seemingly was lost, but suddenly decided to scratch his head. "Well, that's because I was his pupil before I became a member of Fairy Tail. I met him when I was a kid, after all."

"A kid?" Ben asks. "You met him while you were a child?

"Yes. I've heard of stories of the Sky Dragon Slayer being dropped off in the north by a blue haired boy that possessed unique skills. As a child, even the wording of his description elevated me to pursuit and learn under his tutelage." He stated truthfully.

"R-Really?" Wendy gulped, now interested in this conversation. Ben and Carla couldn't help but sigh in response to her excited nature towards anything related to Mystogan.

"Yes. I recently had discovered an old hideout of his after becoming a member of Fairy Tail. Although our time was brief, he left me a single note." Mest says as he takes a small folded note of paper, handing it to Wendy.

 _"…To the north, under the of the full moon in the forest of scourges. S-Class requirement, my disciple. I don't have much longer I fear."_ Carla reads it out.

Ben looks down at it. "It...certainly sounds like something that Mystogan would say." He admits.

"Yeah. Sorry if I sounded a bit weird. A-Anyways, I realized that the magic that Mystogan taught me was something to be proud about, but I wanted to you know, have a little more of an edge, yes?" Mest chuckles while trying to make an image of said idea.

"Hmm…" Ben and Wendy glance at each other. "Well, it's Wendy's decision then. But be warned, I'm going to be standing in your way."

"T-That's fine then!" Wendy actually says, immediately at that too, causing Ben to drop to the floor in response. "A friend of Mystogan is a friend of mine!"

"…W-Wendy…Never mind." Ben croaks as he lays on the snow. Mest grins as he shakes Wendy's hand in response to their new partnership in this endeavor. Carla steps down next to Ben, tapping him a few times as he laid in a dead like state.

 _'It certainly_ will _be an interesting observation though…'_ Mest glances at Ben, his expression changing for a split second before turning back to Wendy.

* * *

 **…**

The next day!

The cold December wind blew across the faces of eight pairs as they walked towards Hargeon Port. Loki and Gray were the first to arrive, the duo wearing light clothing due to their knowledge of Tenrou Island practically being a summer vacation area of a sort. From behind, Juvia and Lisanna arrived together, with Elfman and Evergreen shortly behind.

From the edge of the port, Makarov stands with Mira and Erza, smiling with his arms crossed. Like many of the others, he wore tropical clothing. He nods as he confirms the first few pairings.

"Loki and Gray, Juvia and Lisanna, and Elfman and Evergreen? Oh my, I didn't expect for my two siblings to be going together!" Mira smiles as she checks them off.

"Remember though, we're here to test them, Mira." Erza reminds her as she stands proudly.

"Yes, yes. Oh, here comes the next pair!" Said white haired looks afar. From a distance, Freed and Bickslow approach the area after the Glyph User flies using his magic. They land in front of Makarov, bowing a little before entering the ship.

"Now then, where is Mest?" Makarov looks around, before humming in surprise to what he saw.

Coming out together, Levy and Wendy arrive with Gajeel and Mest behind them. The Iron Dragon Slayer gave the seemingly unknown mage a weird look as he sniffed the air for a second, but didn't do anything else that would be considered offence.

"Oh, where's Ben?" Levy asks. "Isn't he and Gildarts supposed to be here as well."

"Gildarts is already at the island. He left shortly after the announcement yesterday to relax a little. You know him, he likes the warm nature of the island." Mira answers her. "And Ben… I think he said he was still gathering materials of some sort.

"Materials? I hope it's not for a trap." Wendy jokes. Makarov however chuckles.

"Actually, that's precisely what he's gathering stuff for!" He reveals. Gajeel and Wendy immediately becoming a bit sick in the head, as the reminder from the 24-Hour Endurance race comes back to them.

"Traps?! Lemme at 'em then!" Natsu barks as he and Happy run towards the port. Cana and Lucy followed shortly, chuckling a little at his remark. As they all boarded the ship, the three waited for Ben to arrive.

Around 2 or so minutes passed, with Mira looking down at a watch. "Hmm, where is—"

"GET OUT OF THE WAY!" A cricket-like voice yells from afar. Makarov and company squint their eyes as a giant…green ball of slime seemed to rolling their way.

"…What the hell is—"

"Move!" Erza barks as she pushes them away towards the ship. "Ben, stop yourself!"

"I COULDN'T EVEN IF I WANTED TO! WOOAAHAAHOAAAAAA!"

The giant sphere of green finally came towards the docks. Dashing in front of Makarov and Mira, Erza's body flashes as she begins to Requip. As her spell finished up, it was revealed that she was now wearing a bulky and highly defensed outfit. The armor consisted of a singular, blue chest plate with a lighter blue belt-like contraption around the waist. Three spikes line the top of the chest plate which gave way to a white neck brace split in the center to allow room for her chin. The shoulders were sectioned with a large spike dividing each section, the middle spike being the largest of the three. The gauntlets had only a few sections. Attaching to the elbows were two large white shields which give the armor its defensive power. A blue jewel lines the back of the hand. Attached to the bottom of the chest plate were two layer metallic skirt with small spikes hanging on the ends of each layer. A larger spike hanged inward on the bottom layer. Her legs were covered in a sectioned armor to match the rest of the armor with a pair of greaves starting at the knees. The greaves bore a blue design shaped like the large spike that hangs off the skirt. Several curving spikes attach just below the knee of the greaves. To finish the set, she wore a large spiked headdress atop her head with a reflective piece in the middle.

"Adamantine Armor!" Erza yells.

Slapping her shields together, the giant green sphere of slime rolled onto her. It was revealed that there were several large containers inside it, and on top, a little bug like creature. It was a small bug-like alien. He was yellow in color with black eyes and green pupils. He had four stick legs and a beak along with a big antenna. He was a little taller than Grey Matter, and wore the Omnitrix symbol on a green and white brace around his neck. His body also wore a white and black uniform.

"Erza?!" He calls out. "Wait, what are you—"

"Fall in!" Erza yells as she swings her shields up, as if receiving a gigantic volleyball. Ben screams as he and his sticky sphere are launched aboard onto the ship.

The people who were already on the ship looked up after seeing that the sunlight had seemingly faded away. Most of them gawked in terror as Ben and his sticky ball smashed them onto the ground, with Gray and Loki in particular because they were in the middle. Evergreen and Freed helped to carry Elfman and Bickslow away from harm.

"The hell is that?!" The visor mage yelled. Everyone looks to see Ben sighing in relief as he jumped off.

"Er, sorry for the trouble, guys!" He chuckles. As he turns to look at it, from behind him, the cabin doors open up, revealing Wendy and Juvia.

"Huh?" They say, before looking down at Ben.

"Oh, Juvia, Wendy." He says. "Er, lemme get rid of this…"

Turning back towards the ball, he sets off a fuse in his mind, causing the giant green ball to dissolve and leave only the containers, though they also fell to the ground and landed on Gray and Loki, much to their chagrin as they almost died.

"W-What the hell is in here, metal?!" Gray barks as they stand up. "Ben, what the hell kind of form is that now?"

 **"Ball Weevil!"** Said alien pointed to himself. "I can spit round, green, sticky balls of plasma, that absorb matter and explode upon impact, though I'm the one who detonates it and can have it dissolve or explode. The size of these balls depend on how much matter they absorb."

"That's a bit gross…" Evergreen freaks a little as she and Freed land on the ship once more.

"Yeah-ha-ha… Sorry about that." Ball Weevil chuckles nervously as he slaps the Omnitrix dial, reverting himself to Ben. He was now wearing a green and white short sleeved hoodie along with black pants.

"Please don't do that again…" Erza says as she and the rest of the gang arrive on the ship. "You're lucky I was about to rebound your sticky ball onto the ship without harm."

"WE GOT HURT THOUGH!" Gray and Loki bark.

"Whatever." Erza growls. "Let us set sail!"

"Should I go Upgrade? Wendy looks like she's about to barf." Ben turns to her. "I guess that after effect of being a Dragon Slayer is finally kicking in."

"Yes… Please…" Wendy covers her mouth, but…

"Nope!" Makarov yells from the top of the ship. "Ben, you're going to take your preparations and set them up at the island!"

"EH?! No way!" Lucy says. "That must be miles and miles away though!"

"Nothing that he can't do. I mean, he's still going to use Upgrade, but only for himself! That's why we prepared this small vessel! Mira, if you would."

"Yes, Master!" Mira obliges Makarov's command. Pressing a button on a remote control, from the deck of the ship, a large plank opens up to reveal a small ship.

"Oh… Alright then." Slapping the Omnitrix core down, the usual green light flashes. Everything instinctively covers their eyes as the familiar techno-organic alien replaces Ben.

Merging with the small ship, it grows in size and accommodates enough space for all the luggage that Ball Weevil brought in. Makarov enlarges his arms using his magic to place the containers on a deck of the Upgraded ship. After doing so, the Galvanic Mechamorph pops his head out on his request.

"Alright, Ben. Inside that ship was a lacrima that transmits the location of Tenrou Island. Use that to navigate yourself to the place, and begin the necessary preparations for the first Trial." He orders.

Nodding, Upgrade's head pops back into the ship as he jumps into the sea. Everyone looks over as the futuristic piece of technology begins to initiate its startup sequence, blasting off into the distance after seconds of preparation.

"Well, there he goes." Lucy blinks.

"Prepare for sailing!" Makarov says. "Get ready, kids!"

Erza smiles, and she and Mira pull the sails down, letting the ship take off. It would take a while until the group approached the island. Natsu and Wendy immediately dropped to the ground, with Mira and Lisanna comforting them the entire way…

* * *

 **…**

In another space…

Flying above an ocean in another location, a gigantic ship flew across. The airship was noted to be very large in size; consisting of a central hull at whose sides are located two larger, elongated part jutting frontwards. It seems to be kept flying by several large magical glyphs floating near it, with a pair of them being located behind it, at the ends of the protruding sections, something which makes them highly reminiscent of propulsions, and an even more massive one sitting under it.

The hull's shape was that of a boat, possessing an arched, pointed lower part, ending on the front in a dark section which houses a symbol that resembled the sides of two horned hearts, with an open zone right above it, where the main hall seemed to be located. Such hall was topped by a dark, arched roof reminiscent of a capsized hull, on whose back part sits yet again another, similarly-shaped tower, sprouting from the main hull and going up several meters, which ends in a massive observation deck protruding frontwards, complete with large windows.

At the tower's sides, on the dark roof, was a pair of large, wing-shaped ornaments jutting upwards; a similar pair of wings were also present on the airship's protruding sections, with one of them adorning each outer side. The two attached sections of the ship possessed frontal, protruding dark parts reminiscent of rostrums, each adorned by a light motif, somewhat similar to a stylized monstrous head. Both the hull and the two adjacent sections bore linear blank parts, where a multitude of square windows were lined up one after the other, these being highly reminiscent of hatches.

From inside the front of the ship was a large throne that was decorated by a trio of massive horns. Sitting down on there was an old man. He was a tall, elderly man with long, slicked back, silvery white hair, revealing his forehead. He also had a mustache, and a similarly long yet mildly thin and curly beard, reaching down to his lower chest. His right eye was seen covered by a simple eye-patch.

A dark shirt paired with armored shoulder pads and shiny gauntlets began his outfit, as well as chain-mail covering the parts of his arms remaining exposed, simple light pants with flames near the edges which were held up by what looks like a light belt composed of two straps with the relative buttons, possibly part of the pants themselves, and dark, simple shoes/boots.

He hums as his eyes were closed, standing up after looking at a small orb in front of him. "…Ultear, are you finished?"

 _"Yes, Master Hades."_ A familiar female voice responded. The face of said young woman appeared on the orb. _"Shall I return?"_

"Yes. We have no need for your occupation in the Council any longer. We have enough information now to move along now with our plans. Thanks to your constant networking, we've discovered the location of _him_." The old man responds.

 _"Affirmative. Also sir, regarding that other thing I was discussing with you…"_ Ultear switches the topic.

"Yes… If and when this even passes by, you may do so as you wish. However, since _he_ is at that Island, that person you may be talking about might be there. If he is as strong as you said, Makarov would most likely be having him go there since this is the time for the S-Class Trials."

 _"Oya? S-Class Trials, huh? Interesting. Well, I'll be transmitting myself shortly. I'll be passing along to you those documents as soon as I return."_ She finishes.

"Umu. Return at once, then we can initiate the start up." Hades commands. Pressing the orb, Ultear's image vanishes.

Sitting back down, Hades holds out a small medallion. His one eye narrowed as he crushed it. Looking straight on, he takes a deep breath as his magic power surges out through the room.

 **"…Prepare yourselves, Fairy Tail."**

* * *

Here we go people!

I've been going over some of the things people have been talking about. Whether Arcs in this story or just the overall universe in general, it's been quite fun with how I've progressed from my first story about Haruhi Suzumiya, all the way to this.

…But anyways, what other ideas do you suggest for this Arc? Carla's vision spoils some general ideas for the last of the Arc, but what do you think would happen during this Arc? Do you think I did an alright job with including Ben and Mest in this?

As always, I love the support that you guys give me. I would like it if you guys would continue your PM's and suggestions in the review section. It helps with communication, especially with my status as student. This story is getting pretty interesting yes?

Regarding the Boku no Hero idea, I've began my brainstorming of the initial chapter. Feel free to give your suggestions for this new story in the review section or by a PM! Anyhow, thanks for reading. I'll be seeing you all later in the next chapter on the next part of the Tenrou Island Arc!


	49. Let the Trials Begin! (Tenrou Island 2)

My eyes are open wide…

Feel like I'm finally unbroken…! Feel like I'm back from the _deeeead!_

My strength back and confidence growing! CAUSE I'M BACK! I mean…I meant to upload this sooner, but I had issues with the website…

So… What say you? Welcome back to the Null Fairy, all of you endearing and _fricking_ **patient** people! The second chapter of the Tenrou Island Arc is now here! We have a lot to discuss!

 **AnimeMasterDub:** While other timelines may not be in exact synchronization, as stated in Ben 10 Omniverse, because Edolas and Earthland are parallel universes, and that Ben's Universe is a pretty…major plot point in this, time is pretty much flowing equally for all of them. Meaning that if the 7 Year Timeskip were to occur, it would probably affect all three.

 **RedDragonforce1** **:** Having Ben becoming a candidate would be too soon for someone like him. While the likes of Erza and some other characters have achieved the S-Class status, I feel like it would just be…rushed. Bringing him along _for_ the Trials is a definite.

 **dinoalien** **:** Well know, that's certainly a spicy way to get Gajeel and Levy up and running! _*wink*_ _*Insert Lenny Face*_

 **Sb2282490:** Thanks again for your continued concern and support! A funny scene regarding Meredy? Wait, how old is she? I don't wanna get to distracted by age differences, heh.

Regarding the Ankhseram Black Magic, I have some mixed ideas about that. While I know that Terraspin has invulnerability to mana, meaning magic to an extent, Ben himself has to become aware of the ability. Well, either that, or he can use the The Worst. Sure, it'll be painful as hell, but it might work.

Regarding the few other reviews regarding my story as a whole, I take no offence to those who dislike or try to correct it. That's what the review section is for, ya know? Like I even get offended from reviews. And the shit storm from people arguing with each other, lovely!

So, that's it for now. Let's get straight into the story then, shall we? Once again, thanks for all of your continued support. As usual, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading to you all! I would like to thank you all for waiting for this chapter and my return as a whole! Many thanks for over 1,470 Reviews, over 500 Favorites and Follows, and over 280,000 views! Cheers!

* * *

 **Chapter 49:** _Let the Trials Begin! (Tenrou Island 2)_

 **…**

"…It's _soooooooo_ hot…!" Lucy moaned as she tried to fan herself. "It was Winter when we left…so why is it so hot?"

Practically everyone who had joined on board the ship was suffering from the heat that the area around the island exerted. Even changing into swimsuits did not help the girls. Especially for the likes of the Dragon Slayers and Happy, whose sensitive bodies were affected worse for wear than the others, they were already almost to their limits as the boat went on.

Cana chuckled a little as she waved a fan towards Wendy, who was face first on a table, twitching in agony as sweat poured off from her entire body. Levy tried to use her magic to create ice, but to her dismay, most of the construct began to melt quickly within the minutes.

"…I'm going to melt before I meet back up with Ben…" She murmured.

"Well, at least you're over your barfing moments, unlike Natsu…" Levy countered.

"I'll turn into ice cream and get eaten by Happy then…!" Lucy added. The cat sighed a little as he laid next to the blonde.

"That doesn't sound very appetizing…" He admitted. Cana merely smiled as she patted Wendy's head.

"Well, that's how this place is. Because of the currents that flourish constantly, this part of the world always has the same, hot and excruciating environment all-year round. Kinda makes sense to make this place a testing ground of sorts if you ask me." She explained.

"…I just want to get wrapped up in Arctiguana's mouth and take a nap in there…" Wendy drooled deviously as her face began to heat up. She chuckled weakly as she fell to the wooden deck.

"…She needs another ice block, Levy. I think the little one's starting to have delusions about her guy." Cana snickered. Levy giggled a little as she spawned in another ice block over Wendy's head.

"Sheesh, you guys are all weak." Gajeel rolled his eyes as he leaned his arm against his chin. "This is heat is nothin'."

"I-I didn't think it would be this hot though…" Lisanna sighed as she leaned the cold glass of a drink against her cheek. She then noticed with shocked eyes of the sight of Juvia, fully dressed with her coat and hat. "…Juvia, aren't you hot in that bundle of clothing?"

"…No, I am not hot… However." Juvia merely responded, before drooling at what she was looking at. Lisanna and the other girls frowned upon looking over as well.

"GREY-SAMA'S NAKED BODY _**IS**_ HOT THOUGH!"

"…It's damn hot…" The ice mage groaned, his body fully exposed. Even though he and Loki knew of the island's heat, the ice mage was still forced to strip. Natsu barfed into a barf bag while lying next to him.

"…I'm feeling sick…" The pink haired mage gagged. As he rolled over to Loki, who was simply wear a green shirt and white trousers, the Lion spirit shuddered as his mouth began to fill up with puke again.

"Loki, you got a bag to barf in…?"

"N-Natsu, keep it away from here, alright?" He nervously rose his hands. "Didn't Wendy cast that spell on you?"

"Wendy didn't cast Troia on me… _*GURGLE*_ OH MAN!" He gagged again, before turning to over the deck and hurling another load out. Loki chuckled a little.

"Well, you can't blame her. She's Mest's partner, after all." He then looked over to said duo, only to sweat drop at the still agonized Wendy.

"…No, I'm just too sick and too hot to cast it on him." She whimpered. Mest blinked as he shrugged.

"Guess the heat's really getting to some of us." He simply said.

Evergreen huffs a little as she fans herself. Elfman was seen trying to avoid her and was slowly tip-toeing out from her area, only to get grasped back by a pinch to his back. He yelped girlishly as she rolled her eyes.

"You know, I don't really see the need for this chumminess when all of us are going to become enemies. We need to make sure we past these trials, and with Ben of all people doing so, things are going to get hectic." She explained.

"L-Like a man… His trappings are evil…" Elfman squirmed for a second after she let him go. Mest rose an eyebrow as he glanced in her direction.

"I've only met him a few times, but not directly in person. Who is Ben Tennyson like as a person?" He asked.

"Oh, cheery kid…" Lucy muttered. "But devious when it comes to pranks…"

"Also, he's an adaptable fighter." Grey added. "You should see him fight one of these days. Heck, we'll all probably be fighting him when the time comes on this trial."

"Whatever… I just want to turn into an ice cream bar…" Lucy moaned again.

"…Me too, but if I do, don't eat me…" Happy replied.

"…I can't even imagine you as ice cream, Happy." Lucy then leaned back, only to see a huge island suddenly in her sights. "Wait, guys, look!"

"Ah, it's finally in sight." Loki and Lisanna leaned over to get a better look. "Seems like it'll be minutes until we finally arrive on dock."

Grey, now subjugated to something other than the nauseating heat, stands up, with Juvia staring lewdly on his rear as he leans over as well. "…So that's the island, huh? Tenrou…"

"So that's Tenrou Island…" Lucy stands up from her seat.

"What a freaky shape!" Elfman blinks, squinting his eyes in an attempt to get a better look from afar.

"…Is that an island _on top_ of top of an island?" Levy tilts her head. Wendy moaned a little, but as the ship got within a certain distance from the island, her eyes widened as she stood up, as if she were getting rejuvenated just from being near it.

"…Wow, even from here… I can feel the powerful magic power radiating in the air. This island is practically leaking out energy…" She stood amazed.

"Indeed." Mest agreed.

From atop the deck, Makarov chuckles as he overshadowed everyone. "…It was said, that long ago this island used to house fairies as their residents. And in reference to Fairy Tail's first Master, the island is also the location for Mavis Vermillion's Resting Grounds."

"Master?" Lisanna looked up.

"Oi, what's with the summer clothes, old man?!" Grey points at Makarov, barking.

"Well, it's hot!" He replied in a rhetorical matter, chuckling while fanning himself. "Even I have to dress for the occasion, no matter how important this is."

"Grey, CLOTHES!" Lucy welps out. "Don't show Wendy your naked body!"

"Geh, damn it all!" Grey squirms around, running back into the ship to get into his bag. While everyone watched the ice mage dander inside, Makarov looked forward towards Tenrou Island.

The island itself stood alone in the middle of the sea, with no other isles visible in the surrounding area. It was a mildly small, rocky and steep island covered by lush vegetation, both bright yellow and green in color. One side of the island was shown to be particular rocky, possessing large formations jutting outwards from the ground, one near the shore, protruding above the sea, and the other near the center of the island, overlooking it; the latter has a pair of waterfalls falling down from it in a small lake below.

Topping such second rocky formation stood the most distinctive element of the island: the Great Tenrou Tree, a gigantic tree with a gnarled, mildly curved trunk, ending in a number of large branches which sustain something that has been described as being similar to " _an island on top of an island_ " as Levy pointed out, being a large, flat section composed of earth and crowded by a multitude of normal-sized trees. Such gargantuan plant possessed a multitude of similarly large, curved and twisted roots, which right below the trunk sustain massive lumps of earth; something which creates some sort of covered area right below the tree itself.

Makarov clears his throat after eyeing a certain indicator on the island. "Alright! Everyone listen up!"

Everyone turns to look back up at the old man, with Makarov crossing his arms. "Now then, I shall be announcing the First Trial that the eight teams will be participating in."

"Well then, give us the scoop!" Grey called out.

"I wonder what it is." Freed cupped his chin in interest.

"A first trial…" Wendy hummed. "So there's multiple?"

"Yeah. Usually, the test is separated into different levels, different scenarios for certain levels of activities by difficulty." Mest first explained as he turned to her. Makarov nods, pointing out to one of the rocky ends of the island. Out there, a rising smoke signal stood out.

"Right. Everyone, you see that smoke over there by the shore? We'll be heading over there first. For the time that we spent traveling to the island, no doubt that Ben has completed his preparations for the first activity, as indicated by the smoke. Over yonder at that place, you'll find eight different locations, one for each team."

"So, only one team per passage?" Evergreen guessed.

"Indeed. And at the end of each passage, the following will happen." Makarov then snapped his fingers, a nearby lacrima projecting a screen next to him.

As every turned to look, various worded descriptions appeared on screen. The likes of "Battle", "Calm", "Pitched Battle", and other images began to appear. Everyone gulped as the images of Fairy Tail's three S-Class mages then showed up.

"…Battles with each other, battles with our S-Classes, or free-to-go's." Lucy observed.

"Yes, but take another look." Makarov then smiled. Looking up again, dozens of other bubbles began to pop up, with pictures of Ben appearing everywhere.

"Haaah?!" Natsu and Happy's jaws dropped. "Why is Ben everywhere for?!"

"I'll be getting to that." Makarov coughed, before folding a fan up to a stick. He then pointed at the start.

"First and foremost; only the teams that manage to get through to the end of the path they choose will be allowed to pass the first trial and proceed to the second." Makarov started.

"Battles and Pitched Battles?" Grey alerted. "What do those mean?"

"For the "Battle" routes, two teams from the eight here will engage in combat. The team that wins in this skirmish will be allowed to pass." He answered, before grinning. "As for "Pitched Battles", these will be the most difficult routes."

"…I'm afraid to ask why." Levy gulped.

"Right you should. After all, in these three routes, you must defeat the corresponding S-Class wizard to proceed." Makarov revealed. Most of the cast shuddered, but Natsu seemed to have gotten pumped up from it.

"So if you encounter Gildarts, it's practically a game-over…" Bickslow murmured.

"You can't count out Erza-san or Mira-san though." Wendy reminded him. "Those two are still powerful fighters."

"Yes…" Makarov nodded, before continuing. "For the other one, "Calm", this is a route in which the team going this route will encounter…no serious fighting, but obstacles nevertheless."

"…Is that what the squirt is for?" Gajeel spoke out.

Once again, the old man grinned. "Heh. In this first trial, you'll best tested in the categories of "armed might", "survivability and adaptation"…and "luck" as well."

 _"…Luck?!"_ Everyone gasped. "What the hell has Ben got in store for us?!"

"That…heh, you'll find out yourself." Makarov sweat dropped. "For even I don't know what he plans on doing to hinder all of you."

"…Well, if it's luck, we might still have a chance, right, Cana?" Lucy turned to her partner.

"It's pretty low though. A 1/8 chance of getting the easiest route. And even then, Ben's going to be interfering with everyone regardless of the path we take." Cana replied with an unsure look.

"Meaning that theoretically, six teams can pass the first trial." Evergreen summarized. "Since…"

"I-Impossible! If we get Erza or Gildarts, we'll never pass!" Elfman gulped as his body shook a little.

"Ah come on, you big lug. Don't be such a sissy. You're a man, aren't you?" The brunette turned to her white haired partner, nudging his rib with her elbow.

"Well, since three routes contain 3 S-Classes, that means at the worst possible outcome, three teams will pass the first trial…" Levy sighed. Gajeel grinned as he patted her head.

"Interesting… I'll platter them good then." He boasted.

"Hah…Gajeel please…" Levy chuckled sarcastically. Makarov strokes his beard, before pointing to the island.

 **"Alright then everyone, it's time to start! Get out there and do your best (at surviving)!"**

"But we're still at sea though." Loki blinked, before frowning. "Wait, Natsu…!"

"Happy!" The Dragon Slayer yelled out. "Let's get a move on!"

"Aye, sir!" Happy cheers, grabbing his back.

As Natsu leaped off from the highest point, Happy began to head towards the island, leaving everyone behind. Loki and Grey ran forward in astonishment, only to see the duo face plant against some glyphs.

"Wait, runes?" Cana blinked. Around the entire rim of the ship, Freed's runes glowed as Happy and Natsu began to slide down.

"Then that means…!" Wendy turned, only to cover her eyes as Bickslow and Freed began to go off, Freed using Dark Écriture: Wings, and Bickslow using his dolls as a platform to fly on. Natsu and the others watched as the pair began to fly off beyond them.

"Oi Freed, you little…!" Elfman roared.

"Don't worry everyone, they'll disappear in five minutes!" Freed smirked. Bickslow snickered as he watched Natsu and Grey slam their fists against the barriers.

"Ya should've sealed them off for longer, Freed!" Bickslow suggested.

"Now then, where would all the fun go then, Bickslow?"

Lisanna and Lucy growled as Grey turned back to Makarov. "Oi, Gramps! Is this even allowed?!"

"Well, it's not a race…" Makarov shrugged.

"Then…" Lisanna and Grey narrowed their eyes. "They'll be setting up runes all over the place by the time we get there!"

"Oh, what about Levy th—AHHHH!" Happy was about to become hopeful, only to see the light blue headed girl smirk with her tongue out as she rewrote the runes, but only for Gajeel and herself.

"WHAT?!" Everyone else looked over in shock as the Letter Mage created a platform of wood.

"Gajeel, if you would!" She asked. Gajeel grinned as the two landed, with the Dragon Slayer turned back towards the ship. Everyone watched as he took a deep breath, before recognizing the signature magic circle of his.

 _ **"** ** _Iro_ n Dragon's Roar!" **_Releasing a Roar, he began to propel the platform of wood forward, blasting them onwards at an alarming rate.

"Shit, now what do we do for—HEY! GOD DAMN IT ALL!" Natsu barked as he turned around, only to see Evergreen do the same thing.

"Evergreen?!" Cana and Lucy gawked at the brunette.

"I've known Freed for a while! While a more complex rune might've stooped me, this is a simple one." She explained as she opened it up for her and Elfman.

"Nice, Evergreen!" The white haired man grinned.

"Let's go, Elfman!" The two then dove off from the ship, joining the other two pairs as they began to swim off.

…

…

…

"Four minutes left…" The rest of the crew sighed.

* * *

 **…**

"…Alright, done!" Ben sighed as he wiped off sweat from his forehead.

Exiting out from one of the paths, he walked down to the middle area, in which the smoke signal stood. It consisted of a four by four stack of wood, with charcoal in the middle that radiated a pleasant smoke that rose into the air. Taking a seat on a stone in front of it, he looked up to see Bickslow and Freed.

"Heya, kid!" The visor mage grinned as the two landed. "You're done with your preps?"

"Yep, just finished. I suppose Freed wrote some runes to keep the others on the ship? Probably so that you guys can get the best route." He guessed.

Freed and Bickslow turned to one another, before shrugging a little. "I guess you can say that."

"Well, good luck then. See if you're able to get through my traps and what not." Ben then folded his arms with a grin. "You'll be in for a big surprise."

"I hope so. I wanna have some fun!" Bickslow laughed as he and his partner began to run pass him, dashing into path Number 7, otherwise known as Gallery C. As they left his line of sight, Ben's face immediately contorted into a devilish grin as he heard the two whelp.

"AHHHH! What the hell!" He heard Bickslow roar out as something seemed to had exploded within the cave entrance. "DAMN YOU, BEEEEEEEN!"

"For the love of—what is this?!" Freed shrieked like a girl. Ben began to snicker, almost falling off his stone as the entrance was sealed off by a barrier. The entrance to Gallery C was now cut off.

 _"Oh… I think I'm gonna have_ waaaaay _too much fun with this…!"_ He chuckled for a minute, but not before spotting a familiar Iron Dragon Slayer jumping onto the shoreline with Levy in toll.

"Hey, Ben!" The blue haired teen waved at him, before noticing his excited face. "What's wrong?"

"…I think those two fell into some traps of his. Ha, the squirt's probably having a laugh off. Just take a listen, shorty." Gajeel grinned. The two stayed silent for a bit, only to hear Bickslow and Freed scream again once another explosion came by.

"…Oh." She then gulped. "I can assume that the rest of the paths are also littered with things then?"

"Ahahahah… Oh, yeah! Better watch out and pick carefully, you two!" Ben held his stomach in an attempt to calm his laughter. "Cause those two are currently getting _stink bombed!"_

Gajeel and Levy shuddered a little as he cackled again, falling to the floor. "Well, shit."

"…I shall forgive that moment of swearing." Levy sighed. "Well then, which path shall we go through?"

Gajeel looked around, sniffing the air. After a moment, he grinned as he pointed towards another entrance, the one to Number 5, or Gallery F. Nodding, the two began to walk up the slightly sloped pathway. As they entered and the entrance sealed itself off, Ben sighed a little, before clicking his tongue.

"…Aw. They got the safe route… Or so he thinks." He then smiled deviously. He waited around a few more seconds, to hear the yelling of a familiar Fairy Tail member come by.

"MAAAAAAAAAAAN!" Elfman roared as he ran up to Ben. "Evergreen!"

"Sheesh, you don't swim fast, but you can sure run like heck." The glasses wearing brunette panted a little as she placed her glasses back on. "Hey, Ben. I guess Freed'S and Levy's pairs already came by and chose a path?"

"Yep." Ben then gestured behind them while crossing his legs. "So, which shall you take?"

Noticing his twisted smile, the two turned to one another, gulping a little. They knew that knowing Ben, he was a harsh prankster. And saying that was an understatement. His eyes narrowed in delight as he watched them decide on a path after a few moments, choosing Number 8, or Gallery A. Elfman could've sworn he saw Ben giggle a little as they entered their path.

 _'…Is that something I should be worried about?'_ He blinked. Turning around though with Evergreen, the two widened their eyes immediately as they stepped on a pair of tiles.

"Huh?" The two look up as a wave of mechanical sounds begin to make themselves known. Eyes popping out as a row of lights turned on, a large, transparent container stretched through the beginning portion of the cave they were was filled with Wildvine seeds.

"Ah, HFIL…" Elfman cursed as it opened up a portion right above the duo. "RUN FOR IT!"

"What the hell is HFIL?!" Evergreen barked as the two began to run like hell after diving away from the first wave. However, it just proved to be the start as the duo landed one the next pair of tiles. "Wait, shit!"

"Nee-chan doesn't like it when Lisanna and I swear!" He answered as he yelped away.

"Well, forget it! She's not here, so swear all you want, you damn big baby!" She yelled. "At least until we get out of here!"

Hearing the four growl, bark, shriek and yell, Ben chuckled again as he turned to the Omnitrix, tapping a few buttons until a digital projection of a clock appeared.

"Four more minutes." He noted. "Now then, who's next?"

* * *

 **…**

Four minutes later…

The last pair, Cana and Lucy, groaned as they finally reached land. Shaking themselves off before walking to the middle of the starting area, Ben smiled as he crossed his arms once again.

"Hey, you guys finally made it." He greeted them. "Looks like you guys are going to have to go through path Number 6, to Gallery C."

"Figures we'd be last. I didn't think that Mest and Wendy would be us though…" Lucy sighed.

"That was a bit of a surprise…" Ben's eyes actually turned serious for a second. "…Listen, you two."

"Huh?" The blonde and brunette blinked.

"That Mest guy… You guys seem to have a clear idea about him, right? I mean, at least you do, right, Cana?"

"Yeah? What about it?" She tilted her head. He leaped off from his stone, walking to his ear. Whispering into her ear, she frowned a little in surprise. "…Really?"

"Yeah. Just keep an eye out, alright? I'm getting a gut feeling right about now." He replied, sitting back down.

"Well, alright then. Lucy, let's go." Cana shrugged and then turned to her partner. Lucy wondered what Ben said, but nonetheless enthusiastically nodded as the two began to go through to Gallery C. Watching the entrance way close off, Ben's expression remained in that suspicious look as he sighed.

"…I guess only some of us are really the only one's interested in this? I wonder how Carla would think of this." He wondered. Standing up, he watched as the ship began to come to the shoreline, with Makarov waving at him with a goofy smile.

"…Well, I guess we'll find out in a bit."

* * *

 **…**

In Route A…

"…I swear to God, that kid is _so_ going to get it after this…" Evergreen grumbled as she and Elfman exited the cave. The two were plastered in various colored liquids due to the nature of Wildvine's seed bombs containing several different types of properties.

"At least you didn't get a—ACHOO!" Elfman sneezed. "…A pollen bomb straight onto your face.

"…I guess that's the worst for someone like yourself." She acknowledged. "I remember Mirajane telling me that you have a pollen allergy."

"Yeah…" He sniffed. "Now then, I wonder what's going to happen. Since we're out here in a beach, there's too many places to cross, so it's not a Battle. So it's either the Calm area or…"

 _ **"…** ** _Or_ what, my little brother?" **_A gentle, yet evil voice echoed through the beachside. Evergreen and Elfman shrieked, huddling together despite the nasty seed liquids on them as dark clouds formed around the area.

Runes suddenly appeared in a giant circle, trapping them inside as Mira teleports into the area through a dark purple magic circle. She had a scary smile as she looked over in their direction, wearing a pure pink swimsuit dress.

"N-Nee-chan!/Mirajane!" The two stated as the eldest Strauss sibling licked her fingers.

"Why hello there, you two. I take it Ben gave you two the royal treatment before you came over to little old me?" She presumed. "From the looks of it, I'd say he did a _damn_ good job…!"

"…Uh-oh." Elfman croaked.

"What?" Evergreen glanced at him.

"Nee-chan normally never swears… I mean, she used to do so all the time back before Lisanna was transported to Edolas, but since then, she's never sworn once. She must be reverting back to her old personality if she's starting now." He explained.

"Well, that's just fricking great then." Evergreen sweated a little as another magic circle formed underneath Mira's feet.

"Out of all people though… The She-Devil…" She adjusted her glasses as the effects of Take-Over magic began to surround Mira. "Get ready, Elfman."

"R-Right…" He nodded nervously as Mira grinned.

 _ **"** ** _Ta_ ke-Over: Satan Soul!" **_She then roared, releasing a powerful wave of energy as her transformation was completed. Elfman and Evergreen took a step back as the familiar Take-Over showed itself to the duo.

 _"Now then, shall we begin?"_ She grins. _"Come at me! I won't be holding back, even if it's against my little brother."_

Elfman and Evergreen remain motionless for a second, before the brunette reached for her glasses to activate her Eye Magic. "Well you know what they say! She who strikes first wins!"

"Evergreen?!" Elfman gasped.

 _ **"** ** _St_ one Eyes!" **_She yelled out as her eyes began to glow. Expecting the female Take-Over mage to fall for her trap, she merely grinned as she dashed forward after sprouting her wings.

"Baah! It won't work again, Evergreen! As long as I don't look at you in the eyes directly, that magic won't have any effect!" She yelled as she avoided looking straight at her eyes. Growling, Evergreen sprouted her own wings as she leaped back.

"Fine then! But can you dodge my attacks while not fully looking at me?!" She barked as she threw her arms out.

 _ **"** ** _Fai_ ry Machine Gun: Leprechaun!" **_Releasing her volley of light bullets, Elfman watched as they began to spring forward. However, to both their misfortune, Mira simply smirked as she drew her palms together.

"Pathetic." She grunted as a magic circle spawned in front of her.

 _ **"** ** _D_ emon Blast!" **_Forming a dark ball of magic, it soon released itself in Evergreen's direction in the form of a beam, disintegrating Leprechaun and hitting Evergreen and sending her crashing towards a boulder. Evergreen was about to make contact, but Elfman quickly intervened.

 _ **"** ** _Pa_ rtial Take-Over: Bear!" **_He yelled, morphing his right arm into that of a brown bear's. Using his body as a cushion, he caught Evergreen in his arm, letting her down as she groaned in pain.

 _"Oh?"_ Mira smiled. _"Partial Take-Over? Are we still playing kiddy games?"_

Elfman gulped, looking onto his sister's face. "…You really are serious about this, aren't you, Nee-chan?" As a bead of sweat dropped from his face, he stepped forward. "Fine then…"

Stomping the ground, a yellow magic circle engulfed Elfman as he roared. Pumping his fists together, his body began to glow as he glared at Mira. _**"Full-Body Take-Over…"**_

 _"…Good. Come at me at full force, little brother."_ Mira smirked as his transformation finished. Shattering a wave of energy out, Elfman roared as he went down on all fours.

 _ **"** ** _BE_ AST SOUL!" **_He finished. _"I'm coming at you, Nee—no, Mirajane!"_

* * *

 **…**

In the C Route with Cana and Lucy…

"…I forgot that Master mentioned that Ben instilled traps…" Cana sighed, swatting off a piece of gooey sludge from a bomb made of Stinkfly goop. Lucy chuckled miserably as she did the same.

"Well, he doesn't hold back with security, that's for sure." The blonde added.

Like Bickslow and Freed, the moment that they entered the Gallery, they, like and Evergreen and Elfman, stepped on a tile stone. Immediately afterwards, inside the hole covered and fire-fly expanding area, several slots upon the ragged edges of the walls slotted open, slipping out catapults ready to launch at the girls.

Unfortunately for them, they were filled to the brim with explosives filled with Stinkfly goop, Goop's…goop, as well as other nasty products. Slinging them along in record speed, Cana had no time to draw up a Magic Card, and she and Lucy were resulted to a barrage of stink bombs, all while screaming in desperation to run through.

"Well, this place is brighter than expected." She noted.

"Yeah. The Light Bugs, or fireflies I suppose, glow constantly in this bright, energy filled Summer environment. The holes in the ceiling also allow the area to be filled with light." Cana explained. As they walked on with sticky footsteps, Cana immediately stopped herself and Lucy as Bickslow and Freed showed up.

"Jesus… See, I told you I smelled the same, rotten stink of Stinkfly bombs!" Bickslow barked while pointing at Freed. "And look what it brought us, people! Like I _said_ it would!"

"I never denied your statement, I was only saying that we would identify the opponent by their voices. This scenario includes from the likes of Lucy and Cana in this case." The green haired man explained.

"Bah, whatever. Anyways, welcome to one of the "Battle" Galleries, girls!" The Spirit mage grinned. "Cana and the cosplayer, right?"

"LUCY! L. U. C. Y!" The blonde corrected him. She and Cana looked up to see a banner with the corresponding word labeled on it. "So, we're supposed to fight you guys, I guess?"

"…Fuck." The two sheepishly backed up. Bickslow chuckles as he gestures over to a lone path, one with a large gate of metal revealing itself with a bunch of flashy lights made by Ben.

"Only one pair can pass through that gate. That means we have to fight, hah-heh!" He explained.

 _ **"** ** _H_ ah-heh!" **_His dolls repeated.

"So, sorry Cana. This is as far as you and Lucy go." Freed gripped his sword. "I shall be the one to fill in the gap of Laxus."

Cana glares at him, biting her lip. "Grr… Fine then! I have my own reason for becoming S-Class, so it's on!"

"C-Cana?!" Lucy posed nervously as she slipped off her back pack. "Are you sure?"

"Yeah… But…" Freed blushed a little as he avoided looking at the two directly. "Can you two, you know, before we start…put on some clothes?"

"…Huh? But this is better, Freed!" Bickslow countered, the dolls agreeing with him. Lucy shuddered a little as Cana narrowed her eyes.

"What? No, it's distracting!" The Glyph mage argued. Cana responded with an amused smile as she drew four cards. Throwing it towards him as it glowed, she grinned.

"Alright then… In that case…!" She grunted with a rolled of the tongue. _**"Magic Cards: Sexy Laaaaaaaadies~!"**_

"Alright, what the hell." Bickslow face palmed. As they flew at Freed, girls in bikinis came out from them, which stopped him and began to hold him down. The green haired man gawked as his face turned redder than it was before.

"The blasphemy—ladies out of cards?! Y-You vile woman!" He stuttered.

"Ah, come on… Freed, keep it together, man!" Bickslow groaned. He sighed as Freed continued to be entranced by the fake ladies. Cana grins in success, while Lucy tilts her head in confusion.

"Wait, what?"

"He's a sucker for women." Cana gave the run down explanation. "Now all that's left is Bickslow!"

"Don't take me for granted though, Cana! Those won't work on me, you know!" Bickslow took a stance. "Babies!"

"Lucy!" Cana called out. Lucy gives a shout out in response as she went for her key ring, taking Virgo's out.

 _ **"** ** _Ope_ n, **__**Gate of the Maiden!"**_ She yelled as she swiped the key. Summoning Virgo within a flash of light, Freed's nose spurted blood as the Spirit came in, though not in her natural look.

 _"For hell's sake…!"_ Bickslow slapped his face again.

"…Huh." Cana sweat dropped.

Virgo landed on her toes, posing like an ice skater as she bowed in front of her contractor. "Good day, princess. I came in my "Totally Fan Service" garb. How do I look?"

As much as the average male expected, the voluptuous pink haired spirit appeared with what seemed to be a maid-version of a swimsuit, fashioned in a black and white color with white frills.

"A-Another one…!" Freed muttered in helplessness.

"Well, doesn't work on me!" Bickslow barked. "Go, babies!"

Lucy pointed out towards the flying dolls. "Virgo! Please perform your duty!"

"Hai, Princess." Virgo posed. Cana and Lucy expected the Spirit to perform physical combat, but instead of that, she merely posed while attempting to dodge the dolls. "Virgo's duties are—"

 ** _"V—"_**

"Wait, wha—"

 _"—Making grime and mold_ _ **V**_ _anish away from the disgusting depths of the bathroom~!"_ She started. Lucy's jaw dropped in response as the Spirit slapped away a doll.

 _ **"IR—"**_

"Hold still, you—" Bickslow attempted to control his dolls manually, only for Virgo to spin on her toe as she dodged a rush from them.

 _"—Serving Lucy-sama faithfully and without question, even if she may be acting_ _ **IR**_ _responsibly~!"_ She continued to list off.

"…How long is this going to go on?" Cana sat down.

"…I'll let her finish, and then bring out another one that can actually help." Lucy cried a little, as if wanting forgiveness from her partner.

 _ **"GO—"**_

"Bickslow, behind you!" Freed warned. Bickslow gasped as she suddenly threw herself behind him, appearing behind his back.

 _ **"**_ — _ **GO**_ _ing outside to disembark the trash. Separation!"_ She yelped, swatting his rear with a roundhouse kick. Bickslow growled as he flipped from his hands, turning back around and actually _throwing_ his dolls.

 _ **"** ** _And_ the final part is…"**_

"Just drop already!" Bickslow yelled.

 _ **"…** ** _Is_ Onee-san—" **_Virgo suddenly puffed away, leaving the wizard confused as Lucy swiped another key.

 _ **"** ** _Op_ en, Gate of the Ram!" **_Summoning Aries, the lovely Spirit sends off a Wool Bomb. Conjuring a massive amount of Magical wool surrounding their opponents, Bickslow struggled to stay on toes, due to Aries' wool forcing him into a relaxed state.

"So…fluffy." Freed murmured.

"Oi! Pay attention to what's important, Freed!" Bickslow struggled, but stuck to his sanity. He continued to try and get his dolls and himself out of the wool, but as he looked forward.

"Wait, oh sh—"

 _ **"** ** _Luc_ y… Kiiiiiiiiiiiiiiiiick~!" **_Lashing out towards Bickslow, Lucy performed her silliest, but deadliest attack, striking his chin with added momentum. Bickslow did a spit take as the wool then dispersed, leaving the mage seemingly passed out on the floor.

"…What the hell." He muttered, before falling silent.

"Hell yeah!" Lucy clenched her fist. "The Lucy Kick wins again!"

"All that's left is Freed now!" The two then turned to Freed as Aries vanished. The green haired mage was _still_ entwined in the heart of the cards, but after a few more seconds, they puffed away. "Wait, oh shit! The effects wore off!"

The ladies returned to their card forms, floating down onto the ground as Freed sighed heavily. "…Good lord. You girls caught me off guard and fogged my mind with impure thoughts…but no longer!"

Grasping his sword, Cana and Lucy stepped back as he quickly slashed a line of glyphs. In an instant, his familiar wings appeared on his back as he took to the air. Cana quickly slots a dozen cards into her hands and flings them in his direction. Slashing them with ease however, he quickly dove down towards the mage, knocking her back with the scabbard of his sword.

"Cana!" Lucy yelled out in worry.

Skidding on the ground for a second, Cana grunted as she regained her footing, sliding on her heels as she continued to travel back for a little while longer. "That all ya got?!"

Taking another card out, she poured magic into it as she slapped it down onto the ground with her palm. The card glowed, flashing into a torrent of water as Freed attempted to zoom in.

 _ **"** ** _Ma_ gic Card: Prayer's Fountain!" **_Beams of water began to flow out in every direction. Freed however quickly slashes his way out, leaving the brunette slightly shocked. "Shoot…!"

"Wait, this is water, right?" Lucy's eyes suddenly widened. Cana gasped as she attempted to get closer to the core. "Then that means…!"

"Lucy, wait! This water is meant for attacking! It's dangerous to touch!" She warned. Lucy however ignored it as she slowly crawled in, taking out another gold key and stabbing it into the water.

 _ **"** ** _Ope_ n, Gate of the Water Bearer!" **_With another flash of light, Aquarius appeared, with her unpleasant expression once again all over her face. "Aquarius, please!"

 _"…HaaaaaAAAaah?!"_ The female Spirit merely scowled at the duo, slapping them across their heads with her pot.

 _"Another swimsuit?!"_ Freed squeaked.

"You've got a lot of nerve trying to distract men with swimsuits, ya damn RUNTS!" Aquarius barked, creating a massive wave of water. Gawking at the sheer size of it, everyone was doomed to get swept up. Lucy quickly turns to a sturdy piece of earth, dragging Cana along with her.

"Ow, ow, ow… Cana, better hold onto something!" She yelled. After being submerged in the tsunami like attack for several seconds, Aquarius huffs in response, puffing away.

"…Geez, what's with her?" Cana sighed as she breathed for air. Looking out though, her eyes widened in surprise. "Hey, look! Freed's down!"

"…Ow." Freed simply muttered, splattered against the wall. He then fell to the floor next to Bickslow, seemingly unconscious as well. Lucy and Cana then looked over to the gate to see it finally lifted, and the lights changed to "You Passed", or some other resorted kind.

"ALRIGHT!" The two high five each other as they entered the gate.

* * *

 **…**

Bickslow and Freed remained lying on the floor for a little, before getting up like nothing happened. The spirit mage scratched the back of his head as Freed tried to wring the water out of his hair.

"You're fine with this, Freed?" Bickslow turned to his partner.

"…Yeah. If it had been anyone else, I would've gone all out." He admitted. "But those two, I owed them a little something. I decided that if we were to meet with that pairing on the "Battle" routes, I'd throw the match."

"Throw the match, huh? I think ya kinda went a little overboard with your weakness for women, buddy. A little over the top, don't you think?" Bickslow chuckled.

"Heh heh, right?" Freed chuckled as well.

"Ahhh… And here I was thinking we could take Laxus' spot." Bickslow cracked his neck. Freed merely smiled as he looked up out of the sun light cave.

"That's not the important thing. This is for the better of Fairy Tail as a whole, my friend. And besides, we all know that Laxus will eventually return to us. The Master still has a soft spot for him, after all." Freed explained.

"Yeah… Anyways, those two, Cana and Lucy. I didn't actually figure we'd run into them of all people, huh? Guess they're really lucky." Bickslow then grinned as he stood up.

"Yep… Now then, how about we go towards camp?" Freed stood up after taking his hand. "It'll be interesting to see what's in store for the next trial."

"Yeah… But first…" Bickslow and Freed then covered their noses.

"…We need to get cleaned up. This smell is _killing_ me…"

* * *

 **…**

In the other "Battle" route…

"Looks like we got ourselves a fight finally." Gray grins. "Mest and Wendy, huh?"

"G-Gray, hold up a second!" Loki pants a little. "How can you just stroll around wearing _half_ an underwear?! At least cover yourself up!"

 _"…I might need to have Ben do something like this afterwards…"_ Wendy mumbled to herself, allowing no one to hear. "G-Gray-san and Loki-san."

"The Ice Mage and Celestial Spirit, huh?" Mest stepped up. "…I see you've been horribly involved with the trappings we just endured as well."

"Tell me about it! He had pillars of fires that almost roasted my rear!" Loki barked. "All of our clothes are charred! You don't look so well yourself, puff-face."

"…I'm going to ignore that." Mest said. Everyone turned up to see his hair practically smoking out though. "Wendy, prepare for battle."

"R-Right!" The Dragon Slayer stepped back. While she was also affected by the ridiculous traps that Ben had laid out, Mest had taken most of the brunt force, leaving her almost unscathed, save for a few tears on her dress. Galleries H and G were fire traps for your information.

The pairs were currently positioned alongside the edge of a cave. Rocky spikes and a large opening allowed one to get a clear view of the skies as Loki rushed forward with a Regulus-powered fist. Raising his arms, Mest blocked the attack and skidded back a few feet. As the two leaped back, the receiver landed on a rock spike near Wendy.

"Loki, get back!" Gray yelled as he began to sculpt out an object. Jumping back, he then released his palms out as a magic circle spawned.

 _ **"** ** _Ic_ e Make: Hammer!" **Launching out a giant mallet made of ice, Mest and Wendy avoided the blow by diving to their sides. Immediately afterwards, Mest suddenly appeared behind Gray, locking the two in CQC for the mean time._

Loki looked around in an attempt to find Wendy, but saw no sight of the young girl. After the hammer landed, Wendy quickly dashed behind it, prepping a spell.

 _"O swift wind that dashes through the heavens…"_ She began to chant. Spawning the familiar circle, Loki gawked at the sight of her as she suddenly zoomed out.

"What the—"

 _ **"—** ** _Ve_ rnier!" **_She roared out, making a run towards the Spirit. Engulfing her fist in wind, Loki surged magic into his arms as he prepared to block the attack.

 _ **"** ** _Regul_ us Hold!"**_

 _ **"** ** _Sky D_ ragon's Iron Fist!" **_

Wendy's attack collided with Loki's. The lion Spirit grunts a little, but smirks upon blocking it successfully as Wendy leaped back. "Been learning from Natsu, I see?"

"You could say that." Wendy replied. "Then, how about this?"

Loki watched as the young Dragon Slayer began to engulf her entire body in rapid winds and then propelled herself against the opponent at high speed, hitting them with a powerful head-butt. Grunting as he performed Regulus Hold once more, Wendy growled as she began to grin.

 _ **"** ** _Sky_ Dragon's Sword Horn!" **_She yelled as she tried to get through.

"R-Really learning from Natsu, I see!" Loki chuckled nervously. "Gray, a little help?"

"I-I got it!" The Ice Mage yelled back as he blocked off another attack from Mest. Grabbing his arm and throwing him away towards a boulder after spinning him a dozen times, the mystery mage grunted as he smashed into it, falling unconscious. Taking this moment to turn back, he quickly gathered magic and slammed his palms down onto the floor.

 _ **"** ** _Ic_ e Make: Floor!" **_Creating a layer of ice, the spell began to slither its way towards Wendy. Noticing it out of the corner of her eye, she disengaged her attack and leaped backwards.

"Nice!" Loki sighed.

 _'Mest-san is down for the count…so how about this?!'_ The Dragon Slayer breathed in the air, replenishing her magic and prepping for another spell.

"Ah, crap! Watch out!" Gray slapped his palms down again.

 _ **"** ** _Ice_ Make: Shield!" **_Spawning a giant shield, Wendy grinned as she released her Roar.

 _ **"** ** _Sky_ Dragon's Roar!" **_ The two spells collided once more, this time with Wendy on the winning end due to receiving a little pick me up. Seeing the shield beginning to crack, Loki and Gray dove out of the way as the Roar shattered through the shield. As Wendy ended the attack, she stood in a stance as the two mages in front of her drew closer.

 _'What are they going to do now?'_ She wondered as she eyed them. Loki and Gray turned to each other, before grinning as they went for their bags.

"…This is it, Wendy." Loki started. Wendy was unsure of what they were about to do, but with a sniff of the air, she frowned a little as Gray took out a jar of pickled plums.

 _ **"** ** _Killi_ ng Blow: Eating the Sourest of PICKLED PLUUUUUUUUUUUUUUMS!"**_

Grabbing a fistful of plums, he jams them into his mouth, the delectable and sour treats causing his mouth to pucker up in self-esteemed agony. Immediately, Wendy shuddered as she held her cheeks in horror. Moving his face to allow the girl to witness the horrific effects in full glory, she stepped back a few times.

 _"AAAAAHHH!"_ She yelped, covering her mouth. "I-I'm not even eating those horrendous things, but just watching is causing my m-mouth to pucker up! Is this some kind of Transmission Magic?!"

 _'I-It's working!'_ Gray grinned inwardly. _'Lucky for us Ben accidentally slipped out that she's afraid of sour stuff! Loki!'_

 _"RUUUN!"_ Wendy cried out sheepishly, turning to run in the opposite direction.

Glancing at his partner, Gray instructed the Spirit to initiate the second wave of assault. Grabbing his own jar out of his bag, he slid in front of Wendy while using Regulus to light the plums up. Immediately once again, the young Dragon Slayer yelped as she stopped.

"REGULUS AT FULL BRIGHTEST!" Loki yelled, before _pouring_ the plums into his mouth. As Wendy started to shake and sweat immensely in comical fear, his whole face lit up as his mouth puckered to a greater extent than Gray's.

 **"AAAAAAAAAAAAAHHHHH!"** She screamed, taking out the Omni-Tool and slapping it on. "Stay away, sour monsters!"

Switching to its Power Gauntlet, she squirmed as she suddenly slapped them across the face, sending them to the other side of the cave, right next to the gate before fainting herself. Gray and Loki twitched in pain as she slowly stood up, hearing the little girl utter Ben's name as she curled up to a ball.

 _"Sour monsters… Pummel, too sour…"_ She uttered. Loki and Gray glanced at each other, shrugging a little.

"…I guess that's a win?"

"…I suppose?" The two decided as the gate opened. Limbing out, the two exited the area, leaving as the winners. From back at wherever Makarov was, Ben sneezed.

* * *

 **…**

Back at Route A…

 _"Ow. Ow! Ooow! Stop it! Nee-chan, you're embarrassing me. Ow! Stop! Ah! Hey, are you gonna sit a—ah—you gonna help me or not? Stop it!"_ Elfman squirmed around. Mira was currently holding him by his fur around his neck, beating his face comically with a boulder.

"Nope, buddy I think you got everything under control. I'll just hang back here." Evergreen muttered while clenching her injured arm. "Just stall her a little longer!"

 _"How lo—OW!"_ Before he could answer, Evergreen held her breath as she used all of her strength to tackle him out of his sister's grasp. Diving out of the way, Mira watched with an amused eye as the two stood up.

"You alright?" Evergreen asked.

 _"Besides feeling dull in the horn? Yeah."_ The Take-Over mage responded. _"What do you have in mind for us?"_

Turning to Mira, Evergreen then looked behind her, noting the small rocky wall standing tall behind her. Going for his ear, she then whispered a few things. After explaining, Elfman's eyes widened a little as he nodded. Standing a few feet away from each other, Elfman then charged at Mira again while Evergreen sprouted her wings. As expected, Mira caught his fist, but watched as the other mage began to fly around her.

 _ **"** ** _Fa_ iry Machinegun: Leprechaun!" **_Firing another round of light bullets, Mira merely smiled as she sprouted her wings, using them as a shield as she slugged her brother away and began to fly after him.

 _'I hope this works!'_ He yelped as Mira kicked him in the rib, causing him to gasp.

As Elfman proceeded to get himself beat up, Evergreen continued to plaster her with Leprechaun, but also began to do something else near the wall. Several seconds passed, and Mira slapped her tail against Elfman's face as she did a backflip.

 _"E-Evergreen! Are you done yet?!"_ He barked.

"Just finished! Hit it, Elfman!" Evergreen yelled back. As Mira landed on her toes, her eyes widened ever so slightly as she watched her brother proceed to engage her in a bear hug.

 _"Aw, you're a nice brother to give your sister a hug."_ She smirked, before folding her hands together and smashing down on his back. Whelping from the sudden pain, she pushed him forward, causing him to stumble and fall back. Grabbing his leg, she pulled him back and punched him to the ground so hard he created a crater in the sand before bouncing off due to the force.

 _"Ahoww, ow…!"_ He whimpered, holding his cheek. _"E-Evergreen…!"_

Flying and landing next to him, Evergreen stretched her arms in front of him in an "attempt" to protect him. As Mira rose an eyebrow, she simply held a hand out as she prepared to release another Demon Blast.

 _"Any last words, Evergreen?"_ She asked. Evergreen remained silent, before grinning.

"As a matter of fact… YES!" She then said, snapping her fingers.

Behind her, a bunch of bright circles lit up, before detonating. Evergreen grinned as she then snapped her fingers again, causing them to blow up. _"Katsu!"_

To their surprise, Mira actually looked back and gasped a little. The detonated parts of the wall soon collapsed against her, creating a field of rubble. After a few more seconds, the duo opened their eyes to see nothing but rocks on the sand.

 _"Di…Did we win?"_ Elfman looked over, exasperated by what just happened. Evergreen adjusted her glasses, before grinning.

"I can believe we did it! We woo—"

 _ **"…** ** _S_ oul Extinctor."**_

 _ ***BOOOOM!***_

"…Won?" The two then huddled together again. Out from the rubble, the familiar massive blast of purple blew apart all the debris, with Mira standing in the middle, albeit with a few scratches surprisingly.

"Ah, crapbaskets…" Evergreen and Elfman both gulped as the She-Devil stepped up to them, aiming another Demon Blast at them.

 _"So, like I said; any last words?"_ She asked again. Elfman was motionless, but Evergreen gulped as she thought of a last resort option. Sweat dropping a little as she looked at Elfman's face, she then turned to Mira as she slightly opened her mouth to speak.

"…You see, Elfman and I are actually getting—"

* * *

 **…**

"Is that all you got, Juvia, Lisanna?" A familiar red headed swordsman called out as she stabbed her sword into the ground.

"N-Not yet…!" The youngest Strauss uttered.

In Path Number 4, or better known as Gallery D, Lisanna and Juvia unfortunately managed to encounter the wrath of Fairy Tail's Titania, Erza Scarlet. The path was full of water, barren pieces of large debris, and the overall area resembled that of a sea tunnel, similarly to that of some of the rooms from the Tower of Heaven.

"I didn't think we'd encounter one of our S-Classes…" Lisanna panted. "And that armor…"

"Juvia has difficulty in penetrating Erza-san's defenses… What armor is that?" The water mage landed next to her.

"That's her Sea Empress Armor. It pretty much nullifies all affected abilities of Water Magic. It's like a counter for everything water-related." Her partner explained.

The Sea Empress Armor was that, an armor decorated with details relating to various sea creatures. First and foremost, her under armor consisted of a skin tight suit that resembled black, thinly covered scales. The main breastplate, as well as other pieces like her gauntlets, were deep green in color, taking a look similarly to seaweed. The breastplate was linked to the pauldrons, composed of green plates and decorated by prominent fin-like ornaments. The gauntlets covered only Erza's forearms, leaving her biceps exposed, and possess decorated elbow guards with prominent ornaments jutting out in whirl shapes, reminiscent of seashells. The armor lacks a waist guard; instead possessing a number of additional seashells resembling throwing knifes. A long cloth, with its edges yet again reminiscent of fins, circled her waist on the back and the sides, being connected to the shorts by a pair of fasteners shaped like sea stars. The greaves possessed fin-shaped protrusions in correspondence to Erza's ankles, and extended up to her knees. Lastly, a headgear, with a large metal part covering her forehead, bearing a whirl-shaped wave on it, and large fin-shaped protrusions siding her head completed her outfit.

To compliment the armor, it came equipped with a long sword which seemed to be made of crystal, with many small crystals jutting out in every direction from the hand guard. The crystal sword was portrayed to match the armor's motif, as the hand guard has been replaced by two symmetrical fins centered by a green jewel. The blade of the sword was colored a faint shade of green with three protrusions shaping the blade. The sword also featured ornamental navy-colored lines along the blade's center that appears to glow a translucent blue.

"S-She really is powerful though…" Juvia glared at her foe. "What should we do?"

"Come now, Juvia! You intend to become an S-Class with this level of strength and skill?" The swordswoman pointed her blade at the duo. "Ben could take you both on if he had to do so!"

"Ben?" Lisanna frowned. "What does he have to do with—crap, dodge!"

Swinging her blade, it blasted off a sharp string of water, slicing in half the boulders the two jumped off from like silk. Leaping off from her own position, Erza clenched her free hand as she gathered a mass of energy. A moment later, water from the surrounding area gathered within, forming itself into a water silhouette of the Sea Empress.

"A water clone?" Juvia's eyes widened. "That…that is indeed impressive."

"No time to be impressed now, Juvia! It's coming right at you!" Lisanna barked as her body flashed. A magenta magic circle formed underneath her as she initiated a Take-Over.

 _ **"** ** _Part_ ial Take-Over: Harpy!" **_She yelled. As the transformation phase dissipated, her arms and lower body parts took on the form of a green and pink colored avian. Diving at the real Erza, she quickly swung her blade to block her talons.

"…You've indeed gotten stronger, Lisanna." Erza held firm. "But not enough! You still have many weaknesses!"

"Grr…" She continued to pressure her weight onto her opponent, but with a swiftly used swing using added strength, the white haired teen was flown back towards the curved wall. Cracking the bricks behind her, she quickly reverted back, her legs and hand balancing her as she began another Take-Over.

 _ **"** ** _F_ ull-Body Take Over: Rabbit!" **_Transforming into a giant purple rabbit, the only remaining features of her human form that remained was that of her blue eyes. Blasting off, she rushed towards the red head, smashing her face into the boulder she stood on. At the last minute however, Erza leaped out of the way.

"A trouble with distances as always, Lisanna." Erza noted.

"Geh… A lecture at a time like this." The Take-Over mage gawked.

With Juvia, the duo fell to a standstill. Because the water clone's body was entirely made of liquid, there was no sure method of eliminating it for Juvia. As much as she tried to freeze, heat, or slice apart the body of water, it merely regenerated from scratch. And for the fact that Erza instilled quite the amount of magic power into the clone, it would last for a while.

 _ **"** ** _W_ ater Slicer!" **_The Water Mage blew off scythes of water towards the clone, but it quickly dodged, before bludgeoning its blade against her, forcing her back towards the Take-Overed Lisanna. "Juvia is having difficulties…"

"What will you do now?" Erza perched her blade in her arms as her clone appeared next to her. Glancing at it, she commanded its form to vanish, returning her magic power back to the original body. "At least we know that you have to learn how to deal with other Water Magic users, Juvia."

"…Juvia is also getting lectured as well."

The duo stared at the redhead, wondering on what to do next. Pondering as she reverted back to her human form, she turned to Juvia. "…I have an idea. I'm not sure it'll work, but we can at least give it a try."

"…By all means, Juvia is willing to try anything." The Water Mage gulped. Erza rose an eyebrow in interest as Juvia stood in front of Lisanna, prepping a spell as she summoned a large magic circle. Closing her eyes, she began to glow slowly, a sign of a Take-Over initiating.

' _A combination attack of some sort? Whatever the case, I'll stand my ground against this.'_ Gripping her blade, her eyes stared at the circle as a torrent of water blasted through.

 _ **"** ** _Hy_ dro Scorn!" **_Pushing against her blade, she let the blunt force of the attack be absorbed through the bladed end of her body, before pushing back with her own feet. As Juvia grunted, continuing the spell as she and Erza were in a momentary lock, Lisanna's eyes opened as she slapped her palms onto her circle.

 _ **"** ** _Tak_ e-Over Omnium—" **_She yelled. From the circle, wisps of green energy swapped over, mixing along her magenta aura and causing a bright flash to blind Erza. As she deflected Juvia's spell, she quickly leaped back as the Water Mage fell to her knees in exhaustion.

"What's this?" As the light dimmed down, she readied her blade for this seemingly new transformation. She had never heard her call this one out, so she was indeed a bit curious to what this form was. As she looked over though, her eyes widened more than she expected them to be.

"That's…!" Smiling a little, Juvia turned around as well, having a similar reaction as Lisanna suddenly blasted forward. With the zip of her movement, her new form revealed itself as Erza blocked her attack with her blade.

 _ **"—** ** _D_ iamondhead!" **_The clashing of familiar sounding crystals found themselves in a battle of durability against the crystal sword of Erza. From her side, Lisanna opened her hands, releasing a crystal that immediately exploded. Backing up, both combatants drew back, a field of smoke clearing a few seconds later.

In this newly made form, Lisanna's hair turned into mint-green crystals, and her arms and legs had transformed into larger, crystalized versions as well, garnering sharp-bladed ends on her elbows and knees. Wearing a jumpsuit of white and blue, she also gained two spiked crystals onto her back like said alien.

"A Take-Over based on one of Ben-kun's aliens?" Juvia was astounded. "How is that possible?"

"…Well, I've been wanting to keep it a secret until a later moment, but I had no choice but to show you right now, Juvia. Come on, coordinate with me!" Lisanna grinned, her arms expanding out as she began to release a flurry of crystal shards. Erza twirls her blade in amusement, grinning herself as the duo begins to charge at her.

 _'This year really has gotten interesting…!'_ She noted as her body flashed. A large explosion could be heard through the island as they continued to fight.

* * *

 **…**

Sometime later…

 _'…This doesn't feel right.'_ Ben murmured to himself as he rested high in a tree.

Thinking about this entire exam, Mest as a whole came into his head at every turn. His very figure was a mystery. For as long as he was in Fairy Tail as a member, and even before that, the name "Mest" never came around. If he were as strong as people said, why didn't he partake in the many events that had transpired since he arrived? The war against Phantom granted him the opportunity to learn practically the entire foster of the guild. Lucy, Natsu, Loki, Gray, Elfman, Levy...the names came and stuck with him, but Mest.

 _'…"Mest", huh?'_ He was very suspicious. _'…I better make sure that Wendy's safe.'_

As he looked down, a few various pairs had already gathered to the end of the First Trial. Gajeel and Levy were the first to arrive, as they had entered the "Calm" route, despite the Omnitrix wielder setting up traps in the supposed safe route. The next pair was that of Natsu and Happy. The Dragon Slayer seemed to be sulking, despite miraculously getting passed Gildarts. To how he did so, he would definitely have to ask afterwards. He felt a surge of energy coming from that Gallery after all.

The next were that of Lucy and Cana. He learned that the duo had taken their time to relax at a nearby waterfall, even cleaning their clothes in the meantime, which made Ben a little amused. Analyzing their kit, Cana and Lucy were probably tied with being the weakest team, next to Wendy and Mest, at least in his mind.

Fourth was that of Elfman and Evergreen. The duo was a little beat up, though it was understandable due to them facing off against Mira. The eldest Strauss hardly understood the word "restrain", so it was natural that the two were roughed up a little. Evergreen had to support Elfman despite having an injury of her own on one of her arms as they arrived through the woods.

And lastly, the last pair that entered was that of Loki and Gray. The two didn't seem to be quite injured, which came as a slight surprise though. When Wendy got into the heat of battle, she, like Natsu, would usually start to act more irrationally yet improve in attack and defense as the fight went on. Since he didn't take into consideration of what Mest could do, the power scales were pretty uneven between the pairs that fought.

Taking another glance down, the newly arrived pair began to chatter with the others. Taking this opportunity, he activated the Omnitrix, flashing into Echo Echo. It would be a little while until Makarov arrived, so he had some time for reconnaissance. Luckily for him, the trees managed to avert the flash as Echo Echo divided into three. One would stay here to accompany the next trial's debriefing, another would look after Wendy, and the third would go to the Rest Space, the location that the pairs that failed would proceed to go to. That meant that it was…

"Lisanna and Juvia, and Freed and Bickslow…" Echo Echo 2 noted.

"I guess that one of them encountered Erza and lost." Echo Echo 3 shuddered a little. "I almost feel bad."

"Yeah. Anyways, you know what to do, right?" Echo Echo 1 glanced at his clones. Nodding, they each tapped their dials, Echo 1 reverting back to human, and Echos 2 and 3 transforming into Ghostfreak and Big Chill respectively.

As he watched his two invisible fliers go off, he began to hear the footsteps of Makarov arrive near. Checking the time, he narrowed his eyes as he heard the Master begin to speak.

"Alright, I think everyone's here." The old man announced himself as he arrived from another path. "Well, I'm quite surprised to see this many pairs."

"I'd say…" Elfman chuckled weakly. "We somehow beat Nee-chan, after all…"

"Heh heh." Makarov also snickered. "Well then, it's time to announce the results of the First Trial. Ben, if you would!"

"Right!" Ben huffed a little as he leaped down from his spot, landing next to him. Everyone was a little surprised by his sudden appearance as he took out a small lacrima. Tapping it, a screen projected out, revealing the Paths and the corresponding Galleries.

"From the arrivals first off: We have everyone present who got through my traps!" Ben snickered. Loki and Gray clenched their fists in anger.

"Ya little turd!" The Ice Mage barked.

"Yeah, yeah… Anyways, onto the results." Ben waved himself off. "First of all…"

 **"Arriving first was the Levy and Gajeel pair, who entered through Path 5, Gallery F. That was the "Calm" route, a safe zone with no fights. How lucky."**

"You saying I rarely have luck, squirt?!" Gajeel barked as well. Levy chuckled a little as she tried to calm him down. "Bah, whatever…"

 **"Arriving second was the Natsu and Happy pair, who traveled through Gallery E. Somehow they managed to get passed Gildarts, but that's none of my business."**

"Wait, WHAT?! How the hell did they get pass him?!" Practically everyone retorted. Turning to said pink head, Natsu merely turned away, remaining silent.

"Now, now… Let Ben continue." Makarov calmed the crowd, before gesturing Ben on.

 **"Lucy and Cana were the third pair to arrive, their battle against Bickslow and Freed being successful after they entered through Gallery C."**

"Wait, they got pass them?! Really?" Gray blinked.

"Ha?! You got a problem, Gray?" Cana smirked, earning herself a mixed grunt of surprise and anger from the Ice Mage. "Kek, I thought so."

 **"Arriving fourth was that of Elfman and Evergreen. Defeating Mira was the condition to pass through, so it's impressive in how they did so."**

"How _did_ you guys win against her?" Lucy turned to them. To the blonde's surprise, the duo averted their gazes as they sweated a little.

"Well, as a man… I don't want to answer…" Elfman muttered.

"Let's just say we took advantage of an opening…" Evergreen simplified. Lucy and the others tried to interpret their message, but nevertheless went back to Ben.

 **"And lastly, we have Gray and Loki, who entered through the other "Battle" route, and defeated Mest and Wendy. Here's to hoping to their safety if they** _ **dared**_ **to hurt a certain someone during that match…"**

Gray and Loki remained silent, not daring to incur Ben's wrath. As Ben finished, the screen disappeared. Makarov then nodded as he stood in front of everyone.

"So, to conclude the results, those who passed are: Levy and Gajeel, Natsu and Happy, Cana and Lucy, Elfman and Evergreen, and Gray and Loki. Congratulations, you five pairs!"

"So, what's next then?" Gray asked.

"That, my friend, is coming up next. The Second Trial will soon commence! Master Makarov will announce the details for the second test of the S-Class Advancement Trials!" Ben grinned. "And you better buckle up guys…"

"…Why?" Everyone gulped in horror.

 **"Because for this Trial, I've set traps that are** _ **three**_ **times as worst, and I planted** _ **three**_ **times the amount of them… Good luck~!"**

* * *

So, been a while since the last update.

I've taken a good time to rest, since this is Summer Vacation for myself. I have time to write, so I'll be going at a steady rate, but not _too_ fast. I think I'm planning to get a summer job, so I think I'll be a little busy in that regard.

Anyhow, the 2nd part of the Tenrou Island Arc is complete. Many ideas from you guys are coming in, so I have a question; how should Ben interact with both Zeref and Mavis? Think about that, yeah?

Also… This is probably the most important decision I'll be making. Regarding the Timeskip, Ben and Wendy _**will**_ be staying on the island. What happens during that time though, I want to hear what your ideas are. I was thinking of perhaps having them being kinda…I don't know, either mentally aware of what's going on or physically there, kinda like they're trapped but aren't aging due to Fairy Sphere? Lemme know what you guys think.

So, with that all said and done, I'll be signing off! Please R&R, and have a great rest of your day! Thanks for reading! I'll see you guys in the next chapter!


	50. Fairies and the Flies (Tenrou Island 3)

**WE'RE OFFICIALLY AT CHAPTER 50! WOOHOO!**

Apologies once again. I can't say this enough with all the stuff that's been happening IRL for me! Welcome back to the Null Fairy. We've got some questioning from you guys, so let's go on and answer them!

 **1.)** Regarding the Fairy Sphere scenario and the seven year time skip, it's really coming to a decision to whether or not if anything significant should actually happen for the Fairy Tail members or not. With the topic of Edolas and Earth also in coordination to this universe, they'll also be affected in a way. Seven years is a long time, after all.

But someone did make a suggestion of making the seven year time skip a scenario similar to Dragon Ball Z's Hyberbolic Time Chamber, but in this case, time inside the Fairy Sphere runs faster instead. Like 1 day in there could be like 3 months or more in the outside world. What do you guys think about that? They could technically be awake and it wouldn't pose a problem for their mental health. Food for thought.

 **2.)** Mavis' interaction… I want it to be a little cute, yet also comedic in a sense. Since she has the body of a…thirteen year old if I'm correct, she could pretend to be a ditzy character, even more so than in canon. But she could also prove to be a big sister character like some people have been suggesting. And yes, having her meet up with Pesky Dust will be a thrill to write down.

You know, I've been kinda wondering… Is a motherly Mavis better? Or an older sister Mavis? …Maybe even a little sister Mavis? Please don't call the FBI on me, she's legal!

 **3.)** Regarding Zeref and the curse he has, I don't believe he'll take an interest into Ben himself until the time that Acnologia comes to destroy the island. When the…"final battle" happens, I think it'll be the right time for him to become interested in the Omnitrix and the secrets is has hidden away.

I will absolutely put in a Rules of Nature joke. Hell yeah.

 **4.)** Regarding the rest of the Andromeda Galaxy aliens and fights with the Seven Kin of Purgatory, I want to try switching some of them around. As you know, many people have suggested making Meredy a rival of sorts. I _really_ want to have a girl jealously fight happening between Wendy and Meredy, but that means I'm going to have to switch some scenarios around. What pairs do you think should be fighting each other?

Anyhow, that's all I wanted to say! Once again, thanks for all of your continued support. As usual, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading to you all! Thanks for over 1,500 reviews, 550 Favorites and Follows, and over 309,000 views! We broke two milestones with the last chapter!

* * *

 **Chapter 50:** _Fairies and the Flies (Tenrou Island 3)_

 **…**

"So, give us the jig on the second part." Gray gestured to Ben. "What's the mission for this one?"

"Yeah! It's gotta be harder than what we just went through if that's what you're saying!" Lucy noted. "…Is it actually though? Please say no."

"It's not particularly a trial about combat to say the least." Ben shrugged with a small smile. "Master, do you mind if I explain about the Second Trial?"

With a nod from Makarov, Ben smirked as he glanced back at the five pairs. "Alright then, listen up! The Second Trial for the S-Class Advancement Exam will be to find a certain _thing_."

"A certain thing?" Cana rose an eyebrow. "That's pretty vague."

"Tell me about it." Gajeel snickered as he huffed out air from his nose. A vein popped on Ben's forehead for a second as he held in his annoyance.

"…I was getting to that." He grumbled. "Anyways… The second test will be to search for the grave of **Mavis Vermillion** , the founding Master of the Fairy Tail guild."

"The First Master?" Lucy was now interested. "I wonder what type of person she was…"

"Finding a grave? That's as easy as pie!" Natsu chuckled with a boasting expression. "That's way easier than fighting all of these battles."

"Yes… But thing is, you've only got 6 hours to find the grave!" Makarov then spoke out. "Hear me? Only six!"

"You make it sound like it's going to take us forever." Gray crossed his arms. "What do you think, Loki?"

"Well, these are the S-Class Trials we're talking about. Finding it probably won't be that easy of a task." His partner shrugged. "I assume we're going to be splitting off to find it?"

"Hmph." Makarov huffed. "Ben and I will be waiting over at Mavis' grave. You all better get to hustling around here!"

"And you better watch out for my traps!" Ben grinned smugly. "I made sure to make these ones even harder to find, and more dangerous than ever!"

Everyone instinctively shuttered as that. However, Natsu quickly shook that initial fear off as he smacked his cheeks, turning to Happy with a determined look now roaring all over his face. "Righto! Let's move out, Happy!"

"Aye, sir!" The Exceed yelped as they went off in a random direction. As the rest of the other pairs started to wander off, Ben proceeded to follow Makarov, glancing back to the previous trial areas.

 _'Wendy, you better be safe…'_ He thought to himself.

* * *

 **…**

With Echo Echo 2, now transformed into Ghostfreak, the Ectonurite traveled back to the gallery in which Gray and Loki fought Wendy and Mest. The ghost like alien phased into cavern to see the young Dragon Slayer sitting down next to the mystery mage…and nearly about to cry with that.

 _'…Why that little… Did she make her cry?!'_ Ghostfreak clenched his fist. Narrowing his eye, he sighed as he drew closer. _'No… Well, she might've been getting upset about something else… Ah, probably because she lost and thought it was her fault?'_

Hovering a few good feet above the duo, he began to listen into their conversation as the waves surrounding Tenrou Island bashed into the cliff side cavern, the taste of saltwater in the air.

 _"*Sniff*"_ Wendy was teary eyed as she fidgeted her fingers. "I'm sorry…"

Mest gave her a small smile as he glanced over to her. "Come now, how long are you going to be like that? It's not your fault."

"Well… That's because…" She squirmed a little as she held her tears in. Ghostfreak nearly had the urge to take a picture of her pouty face, but restrained himself from doing so. Mest smirked, looking out towards the ocean.

"Hey, Wendy… Do you know why this island is called Fairy Tail's Holy Ground?" He suddenly asked to change the topic. Wendy blinked, wiping her tears as she turned to him.

"…It's because this island is the place where the Founding Master, Mavis, rests." She answered. Ghostfreak quickly reformed back, getting a bit closer.

 _'_ … _Why is he asking about this all of a sudden?'_ He wondered.

"Right. But that's not the entire deal, you see?" Mest then turned to her. "This island… The thing about it is that it's actually hidden away by a powerful barrier surrounding the circumference of the vicinity. No matter what kind of magic you'd use, you would never be able to find it. At least, that's what I've heard."

 _'_ … _A barrier?'_ Ghostfreak blinked. _'…Is that what I picked up when I was scourging on as Upgrade? I picked up some weird energy readings… What else does this guy know, and how does he know it?'_

"And it's not just the grave of Mavis Vermillion that's here, you know." Mest continued. "I've heard that Tenrou Island harbors a secret relating to Fairy Tail as a whole."

"Really? What kind of secret?" Wendy asked, now a little interested as they dwelled off from the topic of losing to Gray and Loki. Mest smiled once more as he got up, sweeping the dust off from his clothes.

"Well, beats me. What about it though, do you want to try exploring with me on the island?" He then asked.

 _'…Wendy.'_ Ghostfreak looked down at his partner with a poker face. He immediately face palmed himself as he watched as Wendy's eyes glittered. _'My girlfriend is an airhead…'_

Sighing, as Wendy got up and dusted herself off as well, he began to tail right behind her like some kind of haunting spirit as she joined up with Mest. The two traveled outside of the cavern, eventually reaching to an offside cliff full of beautiful flowers. It was quite breezy as Wendy gallantly ran out, going on her knees as she took the view into her eyes.

"Such a beautiful view! Look at these flowers!" She giggled.

 _'Right… Better be careful for… What the?'_ The Ectonurite suddenly got the chills as the Omnitrix's dial changed in coloration, turning pink. _'Pink? That means that an unknown source of magic is…'_

Turning around, he immediately noticed the look on Mest's face as Wendy began to pick some of the flowers. It was a creepy one at that; a mixture of excitement, ecstasy, fear… It made Ghostfreak even more suspicious as he tapped his Omnitrix dial.

 _"This is Echo 2, calling in to Echo 3."_ He whispered. A small static was heard from the dial as Echo 3 answered. _"Are you picking up these readings?"_

 _"Yeah."_ Echo 3, Big Chill, answered. _"What the hell is it?"_

 _"I don't know. Mest seems to have noticed it as well. I've got Wendy here to look after. Can you divert off from your travel to the Resting Zone to investigate?"_ Ghostfreak asked.

 _"I read you. Echo 3 out."_ Big Chill responded before ending the transmission. Ghostfreak then proceeded to stay close to Wendy as Mest's expression remained in its unsullied form.

 _'Something's going to happen… This really is another Monday to Friday thing. I never seem to lose the exciting events of life, don't I?'_ He murmured to himself.

* * *

 **…**

"MOTHER OF PEARL! RUN!" Lucy screamed to the top of her lungs. "Why is this island full of giant-ass monsters?!"

"Hurry Lucy! That Rollidillo is getting more pissed off by the minute because of Ben's trap!" Cana barked as the two scurried alongside in a downward hill in a forest.

The pairs were now off into the island, scrounging around for any clues leading to the grave. A bit of time had passed since then, around half an hour, but the light of Tenrou Island made time a thing that was hard to keep track of, especially if they had to survive Ben's traps _and_ the wildlife of the island.

The Rollidillos were one of many creatures native to Tenrou Island, inhabiting the southern part of the region. Being a massive, strong, quadrupedal carnivorous reptilian creature with a large mouth full of sharp teeth, its body was covered in very hard purple scales, and had pale green eyes.

Throughout the entire island, the pairs went off to find Mavis' grave. With Levy and Gajeel, the two were forced to hide away from the likes of a Doscadon, an enormous, carnivorous dinosaur-like creature covered in scales and walking on its rear legs, with its forelegs being smaller in comparison, much like a real tyrannosaurus rex. It possessed a prominent, dark round section topping the upper front part of its head, and it inhabited the north-western areas.

With Loki and Gray, the duo were in the central-western areas, in which the Clippers were residing in. They were a species of birds known for their unnatural brutality to anyone not belonging to their kind. Possessing green feathers and a red roost, they had a prominent crest and horn-like protrusions sprouting from the ending part of their abdomen.

The worst case was with Evergreen and Elfman, the two being chased in the south-western area by hog-like creatures called Hodras. They were much larger than pigs and the like, and sported sharp teeth, pink-ish skin, and brown spots all over their bodies. And even though they were pig like, they had the speed and power of bulls and rams, plowing through trees and boulders like papier-mâché.

"OVER THERE, EVERGREEN!" Elfman screamed out as he pointed to a path within the forest. His partner growled as she turned to him.

"Don't tell me what to do, damn it!" She barked, before hearing the roar of the Hodra behind them get louder. "GAH! FINE! LET'S GO!"

Blasting at full speed, the hungry beast was full of rage as it chased the duo. According to Ben, the traps he would place would be ever so more hidden and more dangerous than the last. The thought of using them to trigger the local wildlife was something that neither of the pairs probably thought he would do. He truly was the "Null Fairy": divisibly devilish and cruel to a point, yet carried the innocent face of a fairy and a kid.

"Those who are men should not run from their enemies!" Elfman squeaked as they continued to run off.

"Can't…you just be quiet while we're running!" Evergreen hackled.

Glancing back, Elfman then noticed that it raised its hooves for a dive. Gasping, he quickly grabbed Evergreen into his arms as it slammed the floor behind them, causing them to spring forward and fly off course. With Evergreen shrieking, Elfman grunted as they fell into a small cavern slide, tumbling down until they landed thinly on the ground in a untimely fashion.

"O-ow…" The Strauss mumbled as they stopped. As Evergreen opened her eyes, she momentarily went red for a second before she pushed him off.

"H-Hey! What do you think you're doing?!" She stuttered.

"H-Huh?!" Elfman blinked with confusion.

"That thing that we did in front of Mira from before was just a tactic to throw her off guard! An act, you see?! I sure hope you didn't start thinking that I had a thing for you!" She grumbled. Elfman merely sweat dropped as she went on.

"Uh… Not even for a second?" He then said, before smiling. "But I am thankful for that. It was an excellent underhanded plan you thought off right then and there.

"I-It's not that underhanded…" She mumbled, adjusting her glasses.

Before the two could argue anymore, the rustling of leaves near the bushes around them sounded their alert. Turning over to a bundle of leaves was a person who came out, looking surprised, yet disappointed to a degree.

 _"…People?"_ He softly said. _"People here, on this island?"_

"Huh?! Who are you?!" Elfman quickly yelled out to the man as he and Evergreen stood up. He wore high-collared black and tan robes with gold trims, along with a large, flowing white toga draped around his torso. He had short black hair, dark eyes, and abnormally sharp canines.

 _"…And here I thought there wouldn't be any people at this place… At this wonderful_ _place of all things." He muttered to himself._

"Answer him! Only members of our guild can enter here." Evergreen continued, making the young man's face go up slightly.

 _"…Guild? Oh… So this place was controlled by a Guild."_ He then muttered as his body began to shake slightly. Elfman's eyes narrowed as he gritted his teeth slightly.

"Hey, answer my—"

 _ **"—** **Please, don't!"**_ The man suddenly yelled, placing a hand up. "Please… You mustn't get too close to me…"

"What the heck are you talking about?" Elfman glared at him.

"I… I know. I'll leave this place. But please… Just don't get close to me." He pleaded with a sad expression on his face. Evergreen and Elfman glanced at each other with confused looks.

"…What's with this guy?" She asked him.

"Should we just leave him alone?" Elfman in return asked her, but as he said that, the man started to shiver. The duo take a step back as his eyes contracted, seemingly because of pain or some other kind of uncomfortable feeling.

 _"G-Gaaah… I-It's no use… It's coming…!"_ He panted heavily as he held his head. _"The predatory death… It's COMING!"_

As he continued to groan in discomfort, immediately, Elfman and Evergreen gasped at the sight they were seeing. The leaves that fell from the trees and flew down next to him suddenly disintegrated into dust. Just a moment afterwards, a black aura began to radiate around the man like a dome, killing everything in its vicinity. All of the leaves that fell, the grass that was around on the floor where he stood.

 **"GAAAAAAAAAAAAAAH!"**

Screaming in pain, he involuntarily launched out a black wave from the dome of aura. It reached out in speeds that the two couldn't react to in time, but before it reached them…

 _ **"** ** _GE_ T DOWN!" **_Two voices suddenly roared as they pushed them down onto the ground. The wave barely missed the duo, narrowly wiping over their heads as Natsu and Big Chill suddenly appeared. The wave ended up killing around half a dozen meters worth of life around him as the new duo looked up.

As the man's magic dissipated, he looked onward to the two voices, his eyes widening in reaction to Natsu's. The Dragon Slayer and Necrofriggian looked up with cautious looks as the man suddenly started to pour out tears from his eyes, as if he couldn't believe what he was witnessing.

 **"…Nat…su…?"**

Hearing his name being called by the unfamiliar man, the only reaction that Natsu could've done was that of anger. As his eyes furrowed to a furious look, he gave the man a hard glare as he growled at him.

 _"…Who the hell are you?!"_ He yelled back.

Evergreen and Elfman finally snapped back to reality as they looked up. "N-Natsu? Ben? What're you guys doing here?"

"D-Don't go scaring us like that, geez…!" Elfman sighed heavily. As they let them go, Big Chill and Natsu didn't let the man out of their sight for a second as they stood up.

 _'…So this is the source of these strange magical readings that the Omnitrix picked up.'_ Big Chill noted as he looked at him. The magic that he released, unintentional or not, seemed to be one that took life away in an instant. Death Magic… And a deadly one at that.

"Natsu! What's with you? Weren't we headed towards the top?"

Without looking back, the four overheard the voice of Happy as the Exceed flew over to them from the path Natsu came from. Looking down at the strange man, he blinked several times as he looked down at his pink haired partner.

"Who's this?" He asked. "What happened here?! Everything's withered away!"

"I don't get any of this, but I smelled something that was _really_ freaky. It's coming from that guy." Natsu pointed at the man. "Ben, you also came because of that?"

"Let's say I discovered something…iffy. I came to track the signal, and here it is." Big Chill replied as he robed himself back with his wings. The Omnitrix's pink dial reverted back to green as he tapped it.

"I-Is that his Magic?" Happy gulped as he floated behind Natsu.

"I'd say it's a form of Black Art, Magic that has the ability to manipulate life." The Necrofriggian explained. "But… I thought it was only a legend. Abilities like those are supposed to be the darkest, bringing only despair and calamity to those who use it, as well as those he or she uses it on."

"Well you don't see that kind of stuff every day." Evergreen decided.

"What kind of guy is he?" Elfman wondered out loud.

"Yeah! Answer the guy, damn it!" Natsu growled once more as he pointed at the man. "I don't know who you are, but this island belongs to our guild! Don't go bustin' our exam!"

"Interfering with the Exam? Nonsense, he could probably kill everyone here if he wanted to!" Big Chill barked at him. But as he did so, he turned back to the man, a thin aura of darkness surrounding as he hung his head down.

 _"You've…gone and grown up to a nice and strong man…"_ He mumbled.

"Yeah? What about it?!" Natsu barked.

 _"I've…wanted to see you for so long, Nat—"_

 _"—I ASKED, WHO THE HELL ARE YOU?!"_ Before the man could finish, the pink haired mage blasted forward, a punch aiming straight for his face. Before he could smack him silly, Big Chill flew forward, catching his head and slamming him down before his fist could land on him. All the while, he then blew onto him, freezing him to the ground.

"You idiot! Don't go punching random people! Don't you see you would've done nothing but irritate someone of his caliber?!" The moth alien yelled at him.

The man blinks in surprise, before sighing a little as he looked back down with a sad smile.

 _'So… You're not ready yet. You have people that know that you're not ready yet. Natsu…you still aren't ready to…'_ He muttered, before standing back with one step.

 _"You aren't ready yet…to destroy me."_ He then said out loud, loud enough for everyone to hear as the Dragon Slayer growled at him.

"I don't even know who the _hell_ you are! State your name, intruder! Maybe then I'll give an answer!" He proposed as he melted Big Chill's ice trapping with his magic.

 _"Even though I don't want to kill anyone anymore… You were the only one who could have stopped me… Natsu."_ He simply said with his sad tone. Once again, tears began to roll down his face, making everyone but Big Chill flinch slightly.

 _'…Kill? What is he talking about?'_ Big Chill narrowed his eyes.

"H-He's… He's crying." Happy noted with a weird look.

"This guy take's the level of creepiness to whole new tier… Not to offend you, Ben." Evergreen gulped before apologizing indirectly to Big Chill.

"Well, state your—"

 _ ***BEEEP!* *BEEEP!***_

"What?!" Big Chill gasped as the Omnitrix began to beep with its now pink coloration. "Again? EVERYONE, GET AWAY!"

The man's body starts to become enshrouded by a black aura, almost to the same point as before as the Omnitrix began to beep like crazy. Its miasma like appearance darkened the man's body as he began to groan in pain, holding his sweltering cranium as he struggled to control his power.

 _"R-RUN… AWAY…!"_ He faltered as the black dome of magic began to appear.

"It's happening again!" Elfman and everyone gasped. "That black wave of death!"

"That Magic steals away life!" Evergreen reminded everyone.

"Natsu! Ben! Get out of there!" Happy called for them.

"Everyone, get out of here now!" Natsu turned back to them as Big Chill carried him off. As the dome of death began to expand, the moth alien glanced back with worry growing in his chest as it drew closer.

 _'Shiiiiit…! I don't know if this'll work but…!'_ He cursed as he closed his eyes. Slapping the Omnitrix dial, a flash of light consumed him and Natsu. As Elfman and Evergreen dived to the areas right out range as the Strauss grabbed Happy, the affected area began to deteriorate. Trees turned to dust, the grass withering away in its entirety, everything perished…

Except for Natsu, who was now being tossed in the air while in Clockwork's arms.

 _"Guurargh…!"_ The Chronosapien grunted as they landed on the floor, skidding across the barren rock for a moment.

As the magic vanished away, Elfman and Evergreen immediately turned back to see only a cloud of dust, and no man in the middle to be seen. As it cleared away, Happy frowned upon seeing the robotic alien and Natsu lying in wait, panting slightly.

"…Ben? What just happened? What did you do?" Natsu sat up as he helped Clockwork to his feet.

"Y-Yeah! That was basically a death wave, wasn't it?" Happy agreed. "What _did_ you do?"

"…I didn't think it would work." Clockwork panted heavily as he grabbed his right shoulder. "That was risky. We could've died right there and then…"

"What did you do?" Elfman asked, repeating Happy's question. Clockwork gave the group a pained look as he fell to his knees.

 **"…I momentarily skipped time for a split second… When the wave came over, I used most of my energy to separate the two of us from the plains of time for a moment after the wave occurred…"** He explained, before the Omnitrix dial started to beep red.

A moment later, a red light engulfed him, replacing back to Echo Echo 2. As he laid on his back, he slowly turned to Natsu, panting.

"Natsu… Find Mavis' grave, quickly… You've got to inform the Master." He managed to say, before vanishing in a flash of green.

* * *

 **…**

Away from the island, the ship of Grimoire Heart flew by. Alongside the deck laid Hades and Ultear, the latter in a slight trance from what she saw from inside her crystal ball.

"…Oh my. So, _you've_ finally decided to show yourself… And _you_ are there too? Even better." She giggled, before turning to Hades. "Master Hades… I believe now is the perfect time for us to disperse."

 _"…Is that so?"_ Hades smirked as he sat on his throne. _"Ha… Is that so."_

Ultear was now wearing a different outfit, now that she had returned to her proper placing in the dark guild known as Grimoire Heart. Wearing a revealing purple robe, she rolled her crystal as Hades stood up.

"That man withstood the boundaries of time, stepped forward onto this land before anyone else, perfected that cursed Black Magic, gave birth to countless demons, and plunged the world into utter chaos for a large period of time…" He started. "Not many know of his history, but those who do…"

"They imply know him as the most powerful, and most evil man known to exist in the history of the Magic World…"

"Yes… The man who withstood all who came in his way…" Ultear smiled.

 **"Zeref, the Black Mage…"**

"Ultear, do you think that the day that I can finally reach out to touch the deepest end of magic has come? Because I believe it has." He chuckled as he crossed his arms.

"…Gather around, _Seven Kin of Purgatory_." With the word of his order, five magic circles spawned in front of him, summoning five other individuals.

The first to arrive was a man with long and spiky blond hair that reached down to his lower back. Depicted with a psychotic grin on his face as he showed his teeth, his red pupils consisted of several concentric circles, which further enhanced his crazed appearance. He wore a yellow and dark blue skirt-like armor with a red waist ribbon that exposed the right side of his chest as well as his right shoulder, where his guild mark tattoo was located.

The second was a humanoid figure resembling a goat, or rather, a Capricorn. He donned a distinctive black jacket with short, puffy sleeves, which only covered the upper part of his chest, leaving his muscular abdominal exposed, over a similarly shaped, pale yellow shirt, with an extremely short, dark green tie with flat ends tied around his neck. He wore black pants reaching down below his goat knees, with each of their upper sides being adorned by a white motif composed of a stripe going down from his waist and crossed with two more, slightly curved ones, plus a brown belt covered in a line of small circles and closed by an elongated oval buckle. His tail emerged from the back of his pants, and he also sported a pair of dark, plain metal armbands circling his wrists.

The third to show up was a huge, overweight, yet muscular man wearing a large dark robe-like garment with a lighter-colored spotted design near the top. Underneath this, he was bare-chested and wore black tights. His skin tone was chalk white, and he had shaggy, dark hair and slight sideburns. He had a huge head, a comparatively small face, and a very thick neck, but amongst the most prominent of his facial features were his large eyebrows, his bulging chin, and his thick lips.

The fourth appeared with a smile on his face. He was a fairly tall and lanky young man. He had silver-colored hair in a pompadour style, wearing silver designer glasses and a dark purple jacket with a flipped up collar, completed with a fur trimming. He wore a grayish shirt underneath the jacket that has a belt over it that wraps around his waist. Along with long black pants and blue shoes, he also sported a pair of white designer gloves, with his Grimoire Heart member stamp located on a band around his left arm sleeve.

"I see you've properly dressed for the occasion…" Ultear smiled as the last person appeared within a flash of pink. "You ready to fight, **Meredy**?"

Appearing next to Ultear was a young girl, roughly the same age and height as both Ben and Wendy. She had short, pink hair and bright green eyes, and wore some sort of gold wing-like headgear around her ears. Her uniform was a tight, purple leotard with brownish thigh-high boots that had white stripes at the top. Over her uniform, she wore a red cape with a golden lining around the edges. The cape's left-shoulder portion had the symbol of Grimoire Heart in white. On her left wrist was a small mechanical like bracelet that had a small, green gem embedded in it.

"Yes." She nodded, before showing a small smile for an instant. "For the first time… I have become curious… Curious to what you have shown me in the recent times."

"Oh? So he's become a target on your list?" The woman smirked.

"A target, yes. But a different one; one that I have dubbed… _Target of Interest_ , rather than _Target of Elimination._ " Meredy answered.

"Regardless of that, we're now plotting a course to the island of the fairies." Hades spoke out. "We've finally found what we've been looking for… The legendary mage of folklore. Zeref, the Black Mage, is now resurrected."

"And we now possess all the keys necessary for this operation." Ultear smiled.

"Indeed. And for that purpose, we shall reach towards the grasp of his person, with each of the members here partaking in the event that we awake something from within Zeref." He clenched his fist.

"Yes… But we may have a…well, I wouldn't call it a "problem" so to speak, but we may encounter some obstacles along the way during our travels on the island." Ultear then raised her hand, causing her crystal ball to float and glow.

"Oh?" Hades then turned to her, with the woman nodding in response as several images started to appear inside the object, with the first being a familiar guild building.

"The guild in question, the one in which is currently the strongest in the Fiore Kingdom… Fairy Tail as you know…is here. They were one of the guilds that played a part in the extermination of the Oración Seis, one of three Dark Guilds that were a part of the Balaam Alliance." She began to explain.

"…Is he a part of that guild?" Meredy then asked.

"Indeed he is." She glanced at the young girl. "And some of the most powerful members of said guild are currently gathered at the island as of right now, doing what appears to be some kind of test or trial."

"…The S-Class Trials then, I assume." Hades cupped his chin. The blond with red eyes grins though as he steps up.

"But what about them, heh? They got nothin' on us!" He boasted, pointing at Ultear. "Guys like those are just timber for the fire!"

Saying that, he began to cackle, and everyone watched as his body suddenly combusted with black flames surrounding him. Ultear merely rolls her eyes slightly as she chuckles in response to his claim.

"As suffocating and chokingly hot to a passionate degree as usual, **Zancrow**." She replied, revealing his name.

"…We should not underestimate the enemy though." The goat man then said with a calm tone. "It was for these days that we were born."

"Ho ho. I concur, **Caprico**!" The silver haired man adjusted his glasses in response. Next to him, the white sumo man attempted to say some words himself.

 _"I…*mumble* *mumble*…"_ He said, his own words distorting as a result of what seemed to be some kind of speech disorder.

"Aye, mate… _Let loose our desire._ " He smiled, the white man nodding and smiling in response. "This will be an all-out war for our guild, after all. _Shudder, shards of ourselves…!_ "

 _"Abarftafewfuashassgeds!"_ The heavy man quickly blurted out, making Zancrow sweat drop as he nudged his belly.

"Too fast, man!" He sighed.

"Shall I attempt to translate?" Meredy then said as she popped between them.

"…That would be nice, to be honest." Zancrow grumbled.

"Very well." She then nodded. "I will now explain what our speech disordered member, **Hikaru** , just said."

"" _I feel that way myself"_ , was what he said." She first explained. Hikaru then pointed at her with a positive motion. "And **Rustyrose's** words, I will now attempt to decipher as well."

 _'…She should try to get rid of that robotic way of speaking.'_ Ultear smiled a little. _'She's pretty cute as she is, if she does that she can definitely get a guy to fall for her… Hmm, speaking of potential boyfriend material…'_

" _Desire_ is to want, and _shard_ means the heart." Meredy continued to decipher her comrades as Ultear went on daydreaming about something else.

"Hmph… This is truly becoming an interesting event." Hades quiets down the chattering to a halt. "Gather your troops, we'll be riding out to the island…"

"And the fairies?" Caprico turned to him.

"…Fairy Tail. They do not yet know the true meaning of the word "darkness". The ultimate source of darkness that lies beneath the deepest of abysses… That, is what **Grimoire Heart** is. A heart of a devil, taken physical form into the manifest."

"Then I can guess what you're gonna say next, right?" Zancrow grinned as he cracked his knuckles. Hades narrows his eyes slightly as he shows the tiniest of smirks as his magic power flowed through the deck.

"Onwards to battle…!" Meredy did a little pop off as Hades activated a lacrima next to his throne. Ultear giggled ominously as she and the rest of the people began to witness the hull of the ship opening up, revealing the island in its whole as various members began to jump out.

 **"Tonight, we dine on fairy soup!"**

* * *

 **…**

"So… The first Master of Fairy Tail. Mavis Vermillion was her name, right?" Lucy tilted her head as she leaned her arm against a boulder. "And somewhere on his island is supposed to be her grave…"

"Got any ideas, Lucy?" Cana asked as the blonde began to hum in thought. As the duo continued to converse about the location of the grave, Plue summoned himself through the Gate and began to explore the environment around himself in his usual cheery and nervous attitude.

"Eh… I've got nothing so far. Searching for a grave without a clue to look by? How are we supposed to find hints around the area?" She argued.

"That's true…" The brunette agreed. "Think about it."

"About what?" Lucy blinked.

"Hints. Are there _really_ no hints around here for us to find?" Cana sprouted a thought between themselves. "Because come on, I've participated in the exam 4 times in the past, so I've got a feeling that there has to be something like that."

"So, you're saying that there's never been a year in which the exam was deemed to be unreasonable in terms of trials?" Lucy guessed.

"Bingo. That's why I'm sure that there has to be a hint around here somewhere." Cana snapped her fingers in response. "Some trials are about physical and magical might, while others may need a little more intellect."

"Intellect in the case…maybe words relating to the objective may pose as hints?" Lucy then surmised. As Plue came to sit next to Lucy, he flinched upon seeing a small Rollidillo coming out from a bush near Cana.

"Words?" Cana asked.

"Yeah. For example… Uh… _"Grave"_!" She started. "That means it has to be an actual place…but it can also be interpreted as something like _"the final step in life"_ , or something like that."

"…Woah, that's pretty negative, coming from someone like you, Lucy." Cana joked. Plue gulped as the small creature began to slither near her thigh, but Cana merely lifted her leg and stomped on it, pushing it away like garbage.

"But still… Grave… Grave… Is it perhaps a keyword of sorts?" She then started to brainstorm.

"Er… _"I'll make this place your grave!",_ or something? _"Marriage is the grave of one's life!"_." Lucy continued to think of random scenarios in which the word could be used.

"Sheesh, negativity overload…" Cana sweat dropped. "Come on girl, there's got to be something more Lucy-like in your vocabulary that you can think of… Like for example, _"Even if people die, they become stars!"_!"

"H-Hey! I don't sound that… Is… Is that how people actually picture me like?" Lucy was about to retort against her claim, but she suddenly got second thoughts about her own reputation around the guild.

"I mean, stars and the like and—"

"—Wait, that's it!" Lucy's eyes suddenly widened. "That's gotta be it!"

"What?! You got something all of a sudden?" Cana blinked in surprise.

"Sort of! I got a good bet as to where the grave might be at!" The blonde stood up with a newfound smile on her face. "Follow me!"

"R-Right!" Cana yelped as she began to run off on the trail that the two were resting midway on. As they disappeared from the area, from the bush that the Rollidillo…

 _ **"…** ** _AG_ H! Are they gone?!" **_Gray's voice suddenly barked out as he and Loki popped out, the small creature gnawing on his head as the Spirit took it off.

"Yep… As expected of Lucy." Loki smirked as Gray froze the poor creature solid.

"She's said to be quite a lucky one, right?" Gray grinned. The two could hear Lucy barking off to Cana as they watched them run off.

"Well, it's just as you guessed, Gray." The Spirit chuckled.

"Sorry Lucy, but I think you forgot to remember that you should always be aware of your surroundings. And it's not just about brain power… It's about how much you really want it!"

"Let's follow them!"

"Gotcha!"

* * *

 **…**

"…Juvia does wonder where Wendy and Mest are. As much as she doesn't mind looking for them with you Erza-san, it's indeed a question to think about, yes?" Juvia turned to the redhead.

"True…" Erza nodded. She was now dressed in a swimsuit, while Juvia was still in her usual get-up.

The duo had recently gotten away from the Resting Zone, and had taken the liberty of spending their time in search of the pair that didn't proceed to embark to said area. Walking across the edges of the island, Juvia and Erza proceeded to look around for any potential locations in which either Mest or Wendy could be at.

"Hmm… Juvia proposes that we split up?" The water mage suggested.

"Hm? What was that? Come on Juvia, if you stay that far behind, we'll get separated ourselves." Erza blurted out. The water mage sighed slightly in response as he cupped her cheeks.

 _'Juvia just wants to go cheer Gray-sama on…!'_ She pleaded in her mind.

"…Is… Is it because you're frightened of me?" Erza suddenly stopped to actually think about this as she stared out into the ocean. Juvia blinked once, before tilting her head. "Because if so… I want to apologize from before."

"Before… Ah, during the time that Lisanna-san and I fought against you during the first test." Juvia recalled.

"Maybe… I should've held back a little." Erza contemplated this thought. "But… Being an S-Class isn't something to take lightly…"

"Is that so…?" Juvia blinked once more.

"I passed the exam a great number of years ago when I was much younger. It was quite the difficult road to traverse, and the sheer toughness ended up shaping me into what I am today. It really was something to behold at the time." She reminisced.

"Uh—"

"—But once you become S-Class, it's no longer fun and games… You gain a number of responsibilities that you have to take charge of! Sullying the name of the guild is the number one act of humiliation that could happen to you if you do manage to advance onwards! All the weight and barren you have to uphold for the future and likes and in other words _it'smorelikethisandthatplusoddsthatyouhavetodealwithallthetimeduetopublicattentionthatyoudon'twantand—"_

 _'…Juvia just wants to see Gray-sama…'_ Juvia chuckled in a un-bigheartedly fashion, before turning back to confront her.

"U-Uhm… As much as Juvia remembered how painful it was to lose, Juvia never really wanted to actually pass the test and—"

"— _Oh strawberry shortcakes…_ I might've also gone too far with Lisanna, who just got back from Edolas… That new Take-Over probably took a lot out of her as well… B-But that just means that some people might call me childish… Yes, that's it perhaps!" She slurred into the talk once more.

"Uh… Erza-san? Maybe we shou—"

 _ **"—** ** _B_ UT THERE'S MORE THOUGH!" **_Erza was now in full panic mode, as if it was a reminding scene from the likes of when she attempted to do the stage plays in Onibus. "I do not hate you, no I can never hate you you're like family to me I just want you to understand that I have to be harsh for the sake of this exam and that—"

"—E-Erza-san, Erza-san! Please… Uh, neither Lisanna-san nor I think about you in a hateful manner." Juvia stopped her from rambling onwards. "So if we can go our sep—"

"—Y-You do understand!" Erza suddenly shifted to right in front of her, grasping her hands with hers and shaking them up and down in an appreciated attitude. "Friends really are wonderful!"

"Y-Yes, ma'am…"

"Now then! Onwards to find Mest and Wendy!" Erza turned back around. A glistening smile shined on as she began to drag the water girl along with her once again.

* * *

 **…**

"…Hey." Gajeel yawned out.

"…Yeah?" Levy turned to him.

The duo were currently walking through another one of the many paths designated on the island. While Levy tried to navigate the two through to finding any hints relating to Mavis' grave, the Dragon Slayer took the liberty of blasting off any of the island's native fauna that dared to approach the duo.

"Do you ever get the feeling that, ya know, when you're bein' watched or something?" He asked as he folded his arms.

"Eh? L…Like a ghost or something?" Levy flinched slightly in response to his weird question.

"Well…not like something like that, but something that actually exists… Oh, like that katana guy right there." He then pointed to a figure hiding out in a bush.

"Well, I guess you could say that—WHAT?!" Levy's eyes popped out as two figures then dashed out towards them.

 _ **"** ** _A_ TTACK THE FAIRIES!" **_They both yelled as the swordsman, or rather, a beast-like swordsman unsheathed his katana, slicing off her hairband.

 _"Nani the fuck!?"_ She cursed as Gajeel crouched down to avoid the horizontal slash. Grabbing her shoulder, he quickly leaped back as the two enemies revealed themselves.

The first was a figure that looked like a large, anthropomorphic chicken, distinguished by the addition of human arms alongside his chicken wings. He bore Grimoire Heart's symbol on the right side of his neck. His attire consisted of an eastern-looking orange apron adorned with a golden diamond-shaped drawing on the front, partly covered by the simple cloth belt he wore over the lower part of it. On his legs, he donned dark pants reaching down below his knees where his chicken feet begin, with a large stripe descending down each leg's side.

The swordsman's appearance was that of a humanoid goat, with a prominent flat nose and a goat's beard. He was seemingly covered in short, brown fur. He was clad in a set of red samurai-like armor with golden edges, consisting of a traditional breastplate bearing Grimoire Heart's symbol on it, linked to the pauldrons. His kabuto was seen with the fur ornament gauntlets revealing his hands, a waist guard composed of four traditional samurai plates hanging over his legs, and a traditional samurai kabuto helmet with a prominent, golden crest on the front part and a long furry ornament protruding from the back. Together with the armor and under it, he donned a simple outfit consisting of a very long, pale gray shirt, loose dark pants with the lower leg parts being wrapped in bandages, and traditional Japanese sandals with socks. He also wielded a light red obi belt tied around his waist, above the waist guard, and carried around a standard sword, tied to his left hip.

"Levy, stay close." Gajeel glared at them as Levy got back up. "Got any ideas about these guys and who they are?"

"Uh… Lemme take a…wait, that mark on them." The Letter mage blinked as she recognized the guild emblem on the two. "…Oh no."

"What?" The Dragon Slayer glanced down at her. "You recognize their logo?"

"…Unfortunately, yes. Gajeel, those two creeps…are members of **Grimoire Heart**. Their guild is a part of the Balaam Alliance!" She revealed. "But…why are they here for?"

"Did the old man invite a Dark Guild to be part of the test maybe?" Gajeel joked.

"Impossible, I don't believe so. These guys must've broken through the barrier that surrounds Tenrou Island somehow." She replied. Gajeel gave her a smirk as he cracked his knuckles.

"…Then I suppose you could call this an intrusion or an accident. And if you're determined to become an S-Class, you have to understand that things like this happen pretty much all the time. If we can't take care of a little problem like this, being qualified for S-Class is a longshot."

"But…Grimoire Heart of all things shouldn't be the type to just attack us like this. They must have some sort of plan in mind, right?" She wondered.

 _"Ya see?! That's the problem with you goody two-shoes from official guilds!"_ The samurai cackled.

 _"This isn't just going to be a random attack-peron! This is_ _ **war-peron**_ _!"_ The chicken-like member declared. _"And there's no rules in war-peron!"_

"War?" Gajeel rose an eyebrow.

"What are you creeps after?!" Levy barked.

"Simple!" The samurai grinned deviously. "We're Grimoire Heart wizards! I am Yomazu!"

"And I Kawazu-peron!" The chicken-like mage introduced himself. "And what we're after…"

 **"ARE THE HEADS OF YOU FAIRIES!"** Yomazu roared as he slashed his katana down, performing what seemed to be some sort of Solid Script magic.

 _ **"** ** _O_ riental Solid Script: Gō!" **_He yelled. Slicing the air twice, the wording for the word _"boom"_ was summoned, creating a deafening sound that pained the ears of Gajeel and Levy as it silenced out any other source of sound in the afflicted area.

 _"M-My ears…!"_ Levy yelped, though the sound from the magic made it impossible for anyone else but her to hear.

 _"WHAT A FRICKIN' RACKET!"_ Gajeel roared in annoyance as he covered his ears. "Magic from letters?! Oi Levy, that's the same as yours! Right?! Levy?!"

The sound from Yomazu's spell made it impossible for the two to hear one another. Glancing at the lettered spell, Levy began to decipher its identity as Gajeel tried to communicate with her.

"That magic… It's _Oriental Solid Script Magic_...!" She realized as Gajeel was forced to close his eyes due to the pain. As he did so, Kawazu rushed forward, making the girl gasp.

"Gajeel! Hey, Gajeel!" She began to yell at her partner, before her eyes widened in shock. _'He can't hear me?!'_

Gritting her teeth, as the chicken mage made an attempt to slash at their bodies, Levy grunted loudly as she dragged themselves out of harm's way, falling down onto the ground a few feet away.

"Huh?" Gajeel opened his eyes from the sudden movement, only to see Kawazu in the air. As the chicken's chest began to pulsate, a yellow magic circle spawned in front of his beak.

 _ **"** ** _Eg_ g Buster!" **_He yelled as he released a volley of eggs. As they flew down like artillery, they cracked open to reveal the yolk. Transforming into miniature fists, they rained down upon the duo, pummeling them for a few seconds. Fortunately, Gajeel managed to transform his arms into iron poles, protecting the duo.

"Shit, I can't hear anything when that damn thing's in the—Woah!" He suddenly yelped as he and Levy dodged a slice from Yomazu.

As the Letter mage rolled away, the samurai took his attention towards Gajeel, leaping towards him for a downwards slash. As the iron mage skid to the side, the blow that should've made its mark on him ended up bouldering onto the floor, smashing a bit of stone into the air. He quickly withdrew his blade, making more attempts to slash at him as Gajeel continued to back up.

"Gajeel!" Levy yelled out in worry as she stood up. From the corner of her eye, she then noticed Kawazu and blocked slashes from his legs. As she jumped back a few feet, she swiped her fingers a few times, forming a cyan circle.

 _'Alright, time to even the playing field!'_ She growled as she finished her spell.

 _ **"** ** _Sol_ id Script: Silent!" **_She then announced, with the said word appearing out from the circle. Launching it at Yomazu's own Script, they crashed into one another, exploding into particles. It didn't take long for the horrific sound to dissipate, leaving the two Grimoire Heart mages surprised.

"The noise, it's gone!" Gajeel blinked.

"Your Solid Script canceled out mine?! Shit!" Yomazu growled. While he was distracted, Gajeel's eyes flickered as he ran forward, morphing his arm into an iron pole.

 _ **"** ** _Ir_ on Dragon's Club!" **_Slamming his attack right into Yomazu's stomach, the mage yelped in pain was he sent skidding back. Kawazu's eyes popped out, but it didn't take long for him to concentrate back onto the duo as he puffed his chest out once more.

 _ **"** ** _Eg_ g Buster!" **_Releasing another wave of eggs, they flew towards the duo with record speed. However, this time Levy was prepared as she ran in front of Gajeel.

 _ **"** ** _So_ lid Script: Fire!" **_She yelled as she wrote the word. Blasting out from a red circle, the word quickly burned and turned the eggs into charcoal dust. "Gajeel!"

"On it!" He replied as he swapped places with her.

"Son of a…" Yomazu growled as he finally came to a stop. Rubbing his torso, he gave the duo a bloodshot look as Kawazu dropped to the ground.

 _ **"** ** _O_ riental Solid Script: Zan!" **_Writing out another Script with his katana, this time, the spell ended up creating a giant air blade. Slicing through the trunks of trees as if they were papier-mâché, Gajeel barely noticed the distorted air as he quickly dropped to his knees to avoid the attack.

"You're wide open, fool!" Yomazu grinned as he released another Zan.

"Crap!" Gajeel barked as he quickly brought his arms up. A magic circle formed underneath his body, quickly layering on a field of magic around his body. _**"Iron Dragon's Scales!"**_

Even with the reinforced plating from his armored magic, the attack still ended up doing quite the amount of blunt trauma to his body, enough to make the slashed area steam off from the sheer force.

 _ **"** ** _E_ gg Buster!" **_Kawazu leaped high into the air as he took aim at Levy once more. Firing off more eggs than before, as Levy proceeded to fire off another Solid Script of Fire, it was too late for her to notice that the number of projectiles outmatched her enemy's magic.

"Why the hell are these eggs so hard for?!" Levy growled as she attempted to cover herself with another Script. _**"Solid Script: Stone!"**_

"Levy!" Gajeel roared out to her, before grasping his own face in pain due to a slice from Yomazu. "Tsk!"

"Slasher right! SLASHER LEFT! SLASHER EVERYWHEEEERE!" Repeating the same motions of slashes against Gajeel's hardened body, the Dragon Slayer had no time to properly dodge and avoid any further damage. All he could do was take the hits as his Iron Scales began to scatter across like filler protection.

"Geh, my Scales are…!" He grunted. Grinning at the painful sight of him on his knees, Yomazu took a step back as he drew his blade into a stabbing stance.

 _ **"** ** _O_ riental Solid Script: Kan!" **_Lunging forward, his katana began to release an energy wave that sprang forward like a spear. Nearly getting skewered, Gajeel attempted to roll to his side, but the attack managed to scrape his side, causing the Iron Scales and skin to get cut off.

"AGH!" He cried out as he held his side.

"Time to finish you off…" Yomazu muttered as he sheathed his blade.

"Gajeel!" Levy glanced over as she dodged another wave of eggs. "Oh no!"

 _ **"** ** _D_ ark Blade…" **_He started. As Levy attempted to run over to provide cover, he then rushed forward as Gajeel looked at him straight in the face with shock written all over him.

"Crapbaske—"

 _ **"** ** _N_ arukami!" **_Slicing away with a single unsheathing of his katana, a wave of dark energy dispelled itself from the bladed end of his weapon. As it came into contact with Gajeel, the Iron Dragon attempted to take the brunt of the blow.

"Gajeel…! You damn chicken-head! Out of my way!" Levy then turned to Kowazu, the latter surprised at the small girl's sudden outburst as she took something out from her bag.

"W-What the heck is that-per—GAHEEEH!"

Pulling out one of her books, she threw the darn thing straight at his face. As he scrawled his face in pain, Levy quickly drew apart another Script, blasting him with the shocking effect of Lightning. Crisp as charcoal, she quickly drew her attention to Yomazu and Gajeel. The latter began to block several attacks from the previous swordplay that the samurai mage initiated, and as he drew closer, Gajeel morphed his arms into poles as he began to block a repeated motion of slashes.

"Just die already!" Yomazu growled.

"You think my forged iron is going to lose to a scrap blade like yours?!" Gajeel then glared at the mage as he blocked the last blow, using his pole arms to whack him away. As he blocked the blow with his sword, Levy quickly drew in to support him.

"Gajeel!" She called out to him.

"Levy! I'm going to need a little boost!" He quickly yelled back as Yomazu drew his blade. By now, his expression had gotten desperate as he saw Kowazu on the ground, twitching due to Levy's magic.

"Y-You little punks! I'm going to wring the life out of you!" He roared as he prepared one final Script.

"Ready?!" Gajeel stood in front of Levy as he rammed his right arm forward. Catching the blade right inside his morphed arm, he grunted with minor pain as the blade got stuck inside him. "Levy!"

"Go for it, Gajeel!" Levy smiled as she wrote out another Script. _**"Solid Script: Iron!"**_

With the writing and casting of a silver magic circle, Levy summoned forth a heap ton of iron on top of Gajeel. As the two locked their perspective spells and weapons together, the Dragon Slayer grinned as he swallowed the Script whole, glowing a brilliant green as his magic power began to skyrocket.

"Hey… So you guys were trying to declare war on Fairy Tail, huh?" He suddenly said to Yomazu. The swordsman flinched in response as the pole sudden fractured, transforming itself into an armored version of Gajeel's arm.

"D-Damn you!" Yomazu growled.

"Well screw you! I can't lose here and now then!" Gajeel then yelled, snapping the blade right off from the handle. "I WON'T LOSE! NOT HERE! AND NOT ANYTIME SOON!"

"My blade! MY SOUL!" The swordsman's eyes widened in horror as he fell to his rear. He watched in agony as Gajeel began to chomp on his blade, growing even more powerful as he swallowed the bladed iron.

"Go get'em, Gajeeeeel!" Levy cried out with the largest grin she ever had as magic radiated off from Gajeel's body. As the Dragon Slayer stood above the defenseless swordsman, he took a deep breath, before slapping his palms together.

 _ **"** ** _Dr_ agon Slayer Secret Art!" **_He initiated as his arms began to flash. With a sudden instinctive wave of fear, Yomazu started to stand up, running off in the opposite. _"This magic will pierce the heavens!"_

"W-What is THAT?!" The fleeing mage cried out as Gajeel's arms began to take on a staggering shape. Growing to heights unbelievably tall, energy crackled through his generated object as the flash dimmed off, revealing his arms to now be a gigantic iron sword.

"The Sword of Discipline! Do you live in a cave?!" Levy smugly retorted as Gajeel turned to his direction.

 _ **"** ** _Ka_ rma Demon: Iron God's SWORD!"**_

Swiping the humungous blade down to earth, Yomazu could only scream in agony as the attack ruptured the ground, uplifting trees, and destroying the initial path that the sword smashed onto. The force from the attack was powerful enough to drag a shockwave all the way to the end of the island that the attack began directing itself towards. Right in the middle laid Yomazu, whose armor shattered upon mere impact, knocking him unconscious as Gajeel panted heavily.

"Gajeel! You did it!" Levy called out to him as she ran towards his figure.

"Ha… Told you we'd get through this. If we didn't, you'd never be able to call yourself an S-Class…" He mumbled. Faltering due to fatigue, Levy quickly caught and began to support him.

"Hehe… You big dummy." She smiled. "Hang in there, the fight's over now."

As she began to help him up, the two could hear footsteps riling on towards them. Glancing towards another pathway, Erza and Juvia appeared, shock to say the least about the whole scenario.

"What in the world has happened here?!" The redhead asked. "Levy? Gajeel? Where did you two get those injuries?"

"E-Erza…!" Levy chuckled weakly as the two ran to check on them. "You gotta warn the Master… Grimoire Heart is approaching the island as we speak."

"What?! Grimoire Heart?!" Juvia flinched. "Aren't they…?"

"Yeah… The last of the Balaam Alliance." Erza replied with a grim tone. "…This changes things."

"What do you mean…?" Gajeel grunted as Levy helped him up.

"For now… We're going to have to postpone the exam. If what you said is true, then we're in for a dangerous scenario." Erza responded as she brought her palm out. With a small sky blue circle, she spawned in a flare.

 **"ALL HANDS, DEPLOY FOR BATTLE! THIS IS A CODE RED SITUATION! WE HAVE ENEMIES ABOARD THE ISLAND!"**

As she activated the device, a red projectile flew up into the air, exploding into an orb of red. Despite the location, anyone could've picked put the newly appeared flare. As Erza Re-Quipped into her usual armor.

"Erza-san, what shall we do now?" Juvia turned to ask her as the flash vanished.

"…We keep at what we were doing at first. Let's continue our search for Mest and Wendy. Perhaps it's possible that they're lost and do not know the way to the Resting Zone." She answered.

"Then Gajeel and I will get going to there." Levy huffed Gajeel alongside her as she approached the duo. "He's in pretty bad shape."

"Please, if you would." Erza nodded. Gajeel grunted a little as they started to go off towards camp, the Dragon Slayer looking at his partner as he slowly turned his neck.

"…You know, a little shrimp like you shouldn't push yourself that hard." He said.

"Well, you can certainly talk big for a guy that can't stand up straight." Levy joked otherwise. Gajeel did a short chuckle as Juvia watched them go off. For some reason, she started to get a strange feeling starting itself between the two.

As they watched them go off, Erza turned to Yomazu. As he started to sit up, he shuddered slightly upon sitting in a seiza position. Erza spawned in a sword as she gave the Grimoire Heart mage her signature glare.

"Now then… Let's hear about your goals." She started. "Who are you, what are you after?"

"Kek… You think I'd talk to the likes of you?" He scowled at them. This only prompted to piss off the redhead as she slapped the end of her handle onto his head, creating a giant lump on his head. "…Ow."

"Speak. **Now.** " She said again. "Don't make me repeat myself."

"…It's **Zeref**." Was all he said. That alone was enough to make both Fairy Tail mages widen their eyes. "The legendary Black Mage, Zeref…!"

"What?!" Erza spoke out. "Explain!"

"Zeref is here on this island…!" He explained. "Grimoire Heart's objective is to find him and annihilate any fairies that get in our way…"

"That's impossible though!" The redhead quickly denied his words.

"If I'm correct, didn't Zeref exist hundreds of years ago?" Juvia turned to Erza. "There's no way he would be able to live in the modern day."

"Four hundred years, yes…" Yomazu confirmed.

"Raven's Tail! There's no way he would be alive then!" Erza growled out once more, inadvertently cursing.

"Oh, but it's all true!" Yomazu grinned deviously as he started to sweat. "All of those years, he's been alive and well! Master Hades says that he's been _"asleep"_ for all this time though however."

"It's quite hard to believe…" Juvia admitted.

"When he awakens… When Zeref is awoken in this time and age, this world will be consumed in total darkness!" Yomazu countered. "You'll see! You'll all see!"

"Don't be ridiculous, craven! This is Fairy Tail's Holy Ground! Are you trying to tell me that you and your guild is going to attempt to run rampant on this island that is divinely protected?!" Erza barked.

"Surely… And the foes that come next, I pale in comparison to them. The Seven Kins of Purgatory are mages that you'd do well not to underestimate!" He boasted.

"Seven Kin?" Both of the female mages blinked in wonder as he began to cackle. An unsettling feeling approached Erza as she gritted her teeth.

 _'A war is about to occur…!'_

* * *

So, this chapter is now complete!

Expect Ben to actually have some trouble in this Arc. Since Ultear has studied the forms that he's shown her, and has pretty much spied on him for a while due to her time in the Magic Council, you can count on her to cause some interference on her part. That also includes Meredy as well!

The Sensory Link magic that she possesses is unique in story telling in this kind of scenario. Since it allows the user to link the feelings and other emotions between them and their affected target, when you're writing a story, words are the key components to expressing those kinds of elements. I always found it interesting about the many Lost Magics the Fairy Tail universe possesses. Sure, Time of Arc, God Slayer and Dragon Slayer magic may be cool and all, but don't you think it's a unique thing when problems and conflict is solved by words and feelings? Another plate of food for thought.

…

So…

I have a thing to ask…

…

I've been thinking about making another crossover! A Ben 10 one of course. The crossover is with none other than a beloved anime that I've watched throughout my entire early childhood: **Konjiki no Gash Bell**. Otherwise known as **Zatch Bell**!

This will be the first of its kind I believe. This won't be at the request of you guys, but at the request of many of my friends that have discovered my passion for writing! I'm actually interested in this, so I want to ask you guys:

 **What kind of Ben should I make this one? Should the Omnitrix be changed like all the others? Take the Master Control away? Should he have a partner, or better yet, participate in the Battle of the Mamados?**

Please, let me know!

So, with that all said and done, I'll be signing off! Please R&R, and have a great rest of your day! Thanks for reading! I'll see you guys in the next chapter! Please PM me or place a review in any of my stories if you have ideas! Thanks again!


	51. Attack! (Tenrou Island 4)

As promised, here it is! A happy…well, late Halloween since I'm uploading this so late. I apologize once again… You may hit me if you'd like.

Anyways… Welcome back to the Null Fairy! Hope you guys are happy with your days so far. Let's see what some of you guys had to suggest since the uploading of the last chapter! And that was a _loooong_ while ago, so let's take a good portion of time to go over, shall we?

 **1.** Regarding some of the fights, like I've said before, I wanted to bring in different scenarios, but I don't want it to make such a difference that it kind of diverts from canon. Altering the fight between Juvia and Meredy to that of Ben and Wendy to fight her instead is already something that'll change the originality of the story by a bit. That doesn't mean it might be fun to add a little to it. Perhaps the fight between Azuma and the Strauss siblings can go a little differently.

 **2.** For the Grand Magic Games, it's really a point in which team what Ben will be in. I know that Fairy Tail Team A will consist of Erza, Lucy, Natsu, and Gray, and since Wendy canonically gets taken out due to Raven Tail early in, Elfman replaces her for a good portion. For Team B, which had Laxus, Gajeel, Mira, Juvia, and Cana… I'm kind of leaning towards replacing either Cana or Juvia, but since they play some kind of role, like Cana and Fairy Glitter, it's kind of hard to choose where to place. I _do_ want him to either be able to go absolutely bat-shit crazy after Raven Tail after what they did to Wendy, and for him to kind of…change how the battle between Wendy and Sherria… _kind of want to make a it a three some…_ Wait, that sounded wrong.

 **3.** Yes. I want to make Mavis an older sister type of character. Serious, yet more ditzy and casual than Erza. Like she can relate to kids that are around Ben's age, yet be known to be a serious strategist when the mood swings for it.

 **4.** Now I might be a little unsure of how this might work out… Buuuuut… I wanted to give a chance for the Anodite transformation to come into play in this Arc. It'll be kind of like Nanomech. Even though Anodites don't exactly have DNA per say, they _still_ do have things that are basically the equivalent to it, and that in turn can make a possibility of creating a Human/Anodite hybrid transformation. You know how most Anodites are free-spirited, and most don't take life as seriously as most humans do, to the point that some Anodites disregard the morality of their actions and would rather satisfy their own personal pleasures… I kind of wanted to make it so that Ben's human part covers for it, allowing him to stay rational.

 **5.** As you could see in the new cover art… I'm going to make it so that Wendy will have her first taste of Dragon Force. I mean, the reason she could do so in canon was due to the air being filled with dense Ethernano or something, correct? Wouldn't Tenrou Island be the perfect catalyst for the triggering of her transformation?

I have so much more to discuss, but I'll leave it for the text at the end of this chapter. So for now, please enjoy this new chapter!

Let's get into the story. Once again, thanks for all of your continued support. As usual, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading to you all! I would like to thank you all for waiting once again! Many thanks for over 1,600 Reviews, over 630 Favorites and Follows, and over 350,000 views!

* * *

 **Chapter 51:** _Attack!_

 **…**

"Huh? Hey Mest-san, what's that signal flare up there for?" Wendy pointed up towards the sky. The "member" took a moment to gaze up at the red flare that Erza sent out, but as to feign ignorance and confusion on his own accord, he…

"I… _Do not know! I wanna know, I wanna KNOW!"_ He answered in a pathetic matter as he attempted to chew a nearby boulder.

"Eeeeeh? You've forgotten too, Mest-san…?" Wendy frowned. Ghostfreak narrowed his eye as he observed the red flare. "A-And by the way, you shouldn't try to put everything in your mouth…"

 _'…That red flare means that the situation has now turned into a Code Red… Intruders have crossed the borders and are beginning to invade the island.'_ He inquired. _'But where though?'_

 _'Craaaaaap…'_ Mest thought to himself. _'This is bad. Should I make my move before the main forces come and arrive here?'_

 _'Now then, what should I do no—Hm? Oh, looks like we have unexpected company.'_ Ghostfreak was about to debate on his next course of action, from the corner of his eye he began to see puffs of white and black flying near them towards the cliff side.

 **"WENDY!"**

 _"Aw fuck…!"_ Mest cursed to himself as Wendy looked up.

"Carla? Lily-san?" The Dragon Slayer identified the cats as they flew down to meet up with her. "What're you—"

"—You need to get away from that sicko this instant! Where the hell is Ben when you need him?!" The white Exceed growled as the two landed between Mest and Wendy.

 _'Hm. Did she figure out that Mest isn't really a member of Fairy Tail?'_ Ghostfreak wondered as he hovered next to them, ignoring her little temper tantrum.

"M-Maybe we should calm down a little—"

"—Let me talk, Lily!" Carla barked at the former Edolas Commander. Pointing at Mest with a guilty expression, she glared as he turned around. "Mest! Who are you exactly?!"

"E-Eh? Who am I? Well, I'm Mystogan's disciple and—"

 _ ***SMASH!***_

 _"Woah."_ Ghostfreak blinked.

"…Alright, that drew the line." Pantherlily growled as he smashed his fist right into the wall Mest was sitting against. Mest's feigning expression immediately disappeared as the Exceed transformed into his former body and nearly popped his head off.

"W-What the…" Mest gasped.

"You are lying. Out of all the people in Earthland, there wouldn't be a single person that he would declare as his disciple. I would commend you on choosing a person that is no longer present in this world, but your cover story is quite weak Mest, if that's even your real name." Lily grunted with a dominating voice.

"H-Hey! What's with all this sudden violence!" Wendy stuttered in shock.

"Wendy, be still!" Carla scolded her.

 _'Huh, I should probably make my appearance soooo… Huh? What's this energy reading I'm getting?'_ Ghostfreak began to look around as the Omnitrix began to beep. It was getting another energy reading, but not the same one as when the other Bens encountered Zeref. _'…I'm getting a bad feeling about this.'_

"You… Who the _hell_ are you?" Pantherlily began his interrogation.

"W-What are you talking about?" Mest feigned ignorance once more.

"…He's a mage who can manipulate the memories of people." The eerie voice of Ghostfreak finally made his debut as he deactivated his invisibility. Appearing next to Wendy and Carla, the two girls nearly fell over as they flinched.

"B-Ben?! You've got to quit scaring me…!" Wendy pouted. Ghostfreak sheepishly rubbed the back of his head, before turning back to Mest.

"…As I suspected. We appear to had thought the same thing, Ben." Lily said in response. "He casted a spell on the guild members and made them think that he was one of them."

"But when this concerns Mystogan though, that all goes down under the bridge. He was a man of mystery; he would never bother trying to do such a thing and teach someone magic of his caliber." The Ectonurite went on.

"Indeed. I can't think of anyone else that you might be connected to. And also… Not knowing the meaning of the flare that was sent up? You can't talk your way out of that." Pantherlily further glared at Mest as he listed reasons to prove him guilty.

"Wait, guys! Give a second to—Wait a minute…!" Mest tried to argue with them, but his eyes widened for a split second when he suddenly sensed something.

 _ **'… _Ble_ ve.'**_

"Yeah, so why not tell us where you—Wait… **INCOMING! SIX O'CLOCK!** " Ghostfreak also quickly noticed the beeping of the Omnitrix as it indicated him an incoming source of magic. Turning around and slapping the dial, he landed behind Wendy as he blocked an incoming explosion. Mest also stood up and dived to the side to avoid the aftereffects.

 **"Rocks!"** Ben yelled as he named his form.

"What the?!" Lily barked as he grabbed Carla and flew into the air.

"Kyaaaaa!" Wendy screamed out as the noise from the attack blasted against her ears.

As the smoke cleared out and Lily landed back on the floor, Wendy opened her eyes to see Ben now taking on the form of what seemed to be a humanoid golem made of rock. His inner structure was made of dark yellow stone, while his outer layers were golden yellow in nature. Having the Omnitrix on his chest, he waved out the remaining smoke as he began to look around.

"What's happening—"

"MOVE!" Mest yelled as he pushed the two out of the way. Another chain of explosions quickly went down on a line, and as they recovered, everyone began to look in the direction that it started from.

"Y-You protected them?" Carla frowned.

"Grr… Who's there! Show yourself!" Rocks ordered.

From across the cliff side where the explosion came from, right at the start of the line was a single, undisturbed tree. Rocks and Mest seemed to be quite suspicious about where the attack originally started from, so the figure decided that it was better to just come out, literally. Coming out of the tree in a fashion just like how Wildvine could merge with plant life, the structure of a head started to morph out of the tree's core, coming out partially but not revealing the actual face of the culprit.

 _"…Interesting. You two have done well seeing through me."_ The attacker congratulated Mest and Rocks.

"Hyaa! A person's talking out from that tree!" Wendy squeaked as she hid behind Rocks' leg.

"Who are you, intruder?!" Pantherlily demanded. The culprit mage cracked his neck from within the tree as he stretched his face out a little bit further.

 _"My name is_ _ **Azuma**_ _. I am a member of Grimoire Heart, and one of the Seven Kin of Purgatory."_ He revealed.

"G-Grimoire Heart?" Wendy said with a worried tone.

"A Dark Guild." Carla clarified.

"Not just any Dark Guild mind you, but the last of the Balaam Alliance, the strongest of the three." Rocks further added.

"So, that signal flare that was just launched a few moments ago was to warn everyone on the island of an incoming attack?" Mest guessed. "Then…"

 _"That would be correct…"_ Azuma said as his body began to come out of the tree. Until his entire figure was out of the tree's body, his appearance still seemed wood-like. _"However, I would believe that you all have realized far too late."_

"What in blazes is going on?!" Pantherlily growled in growing confusion. "Ben?! Mest?!"

"Well…" Rocks started as he stood in front of Wendy's body.

"Fine… Let me start first." Mest sighed as everyone made sure to keep a close watch on Azuma. "I thought that if I could sneak into Fairy Tail's Holy Grounds, I would find a thing or two that I could exploit."

"H-Huh?" Wendy turned to him.

 _"…But with the sudden appearance of Grimoire Heart and Zeref the Black Mage, things are starting to play out poorly. Cursed Lady Luck…"_ He growled out.

"Z-Zeref?" Wendy and Carla's eyes widened slightly. Rocks seemed to narrow his eyes slightly in reaction as well.

 _'So… He knew about that surge of magic as well.'_ He glanced back for a second. "So, I suppose I can say that you're one of _them_ then?"

"Ha! Took you long enough to realize." Mest grinned darkly.

"W-What do you mean, Ben?" Wendy asked her mate.

 _"You haven't realized yet, little one?"_ Mest started. _"I'm from the_ _ **Magic Council**_ _! I infiltrated Fairy Tail to find dirty secrets to destroy you with…"_

"WHAT?!" Carla hissed.

"But… That's…" Wendy murmured.

 _"Oh… Well then…"_ Azuma smirked in interest.

"However, that's all coming to an end." Mest then turned to Azuma. "Now that we've finally found the _impossible-to-find_ Dark Guild Grimoire Heart… If I finish you all off here, then that promotion's as good as mine!"

"…Huh, no wonder why I saw a few ships off in the distance before I came onto the island." Rocks revealed.

"A few? Hmph, as if. I made sure to ask the Council to station a whole fleet of warships from the Enforcement and Detention Corps just in case, _Null Fairy_." Mest responded otherwise, mocking Ben by referring to his nickname. "We'll round you all up! Devils and Fairies alike!"

 _"Warships, you say? Are you talking about those?"_ Azuma folded his arms.

Looking forward from where he was on the tree, Mest and the others began to spot the aforementioned fleet that was supposed to be approaching towards Tenrou Island. With a snap of his fingers though, Azuma closed his eyes as the entirety of the fleet simultaneously exploded.

"WHAT?!" Mest's jaw dropped in disbelief.

"What just?!" Carla glared out.

"What did he just do?" Wendy peeked out, only for her eyes to contract.

"…That's some crazy magic that he's got." Rocks said to no one.

The ships were completely decimated. Any sign of the crew that were aboard them were neigh impossible to spot. Sails ripped, decks destroyed, the massive explosion caused by Azuma was still evident by the massive amounts of flames burning on the ocean surface.

"...The ships!" Mest was visibly shocked from what he just witnessed as he continued to watch the flames.

"That's… Impossible." Pantherlily muttered.

"Hmph." Azuma sighed as he stepped out from the tree.

Azuma appeared to be a tall, muscular man with tanned skin and thick brown hair that looks like long, dark, leathery strips of confetti jutting out in all directions. He had brown eyes and a straight dark streak running over his left eye, which extends up to the top of his forehead and down to his mid cheek. Each of his ears were adorned by a large earring shaped like a round crescent moon pointing down.

He wore an outfit decorated by tribal-like motifs. The chest piece was simple, with the central section highlighting his prominent abdominals and pectorals underneath it being light green, separated by the dark green parts on his sides by a pair of thin white lines framing it on both edges. With the chest piece came a pair of large, dark-colored shoulder pads. The left shoulder pad bears Grimoire Heart's symbol.

As everyone turned back to him, he tapped the ground a few times to get a feel of the floor. "Ahem… As I was going to say… Let's start with the introductions once again, shall we?"

"Soo… What do we now?" Wendy mumbled. "He blew up those ships like they were nothing!"

"All of those ships… Absolutely devastated…" Mest uttered.

"Well _Sky Maiden_ , I'll ask your little friend over there." Azuma answered as he turned to Mest. "I suppose this is an appropriate time to start my job, Mr. Official?"

"Stay back everyone! Ben, with me!" Pantherlily blocked the three behind him as Rocks came up to form a two-man wall.

"So… Alright Lily, this should be easy if this is close combat. So, let's just play it by the book. Why don't you flank from the left and then I can—"

"RAAAAAAH!" Ignoring his pep-talk, Lily rushed in like a puma…or whatever kind of Exceed's equivalent to an animal. Watching him charge in, Azuma simply dodged the initial punch that Lily released, swiping his head to the side and countering with a punch of his own to the Exceed's face.

"Or you could just charge in and get immobilized first." Rocks rolled his eyes as Lily got up. "Okay, Lily, let's stick together this time and—Oh for the love of…"

"GRAAAAAAAH!" Once again, Lily got up and blasted forward, only to get slugged in the gut, grabbed by his arm and thrown back towards Rocks. As the Basalt caught him, he sighed as he placed him on the ground.

"What's the story? Am I the only one that knows how to talk?" He inquired in a rhetorical fashion.

"Uh… My rage blinded me?" Lily said as he rubbed his temple. "Sorry. Let's coordinate this time."

"…Idiots." Carla sighed as the two finally began to charge at Azuma together.

Going ahead first this time, Rocks swings his fist towards Azuma, but the Dark Mage pushes his bulky arm aside with a well-timed slap and punches him in the jaw and then onto the ground. As Lily comes in, Azume kicks Rocks to the side as he tried to get up, and soon after began to engage in a fist fight with the Exceed.

"Go down, you son of a… Woah!" Lily yelped.

As he dodges another one of Lily's punches, Azuma swings him over his head and kicks him towards Rocks as he got up, knocking them both down.

"Ouch…" Mest said as he cringed a little.

"Geh… Lily, launching!" Rocks growled as the two got up. Lifting him up and throwing the Exceed at Azuma, the Dark Mage's eyes widened slightly from the impromptu move.

"Lily?! Ben, what're doing?!" Wendy turned to Rocks.

"Experimenting!" Rocks quickly answered as Lily got right up in Azuma's face.

"TAKE THIS!" Lily yelled as he rocked his fist back for another punch.

"Oh?" Azuma hummed as he raised a single palm. "Let's see how you take this then. _**Bleve**_ _!"_

Extending his arm forward, right as Lily was about to slam his right into his face, he was engulfed in a large explosion, just like how the ships were a few moments ago. The attack went on a for a few more seconds, but as the smoke cleared out, Lily was seen rising out with little to no signs of scratches.

"…!" Azuma's eyes contracted slightly as Lily took the moment of temporary shock to give the Dark Mage a sharp uppercut.

"How's that?!" Lily barked.

"…It's not over just yet." Was all Azuma said.

As he snapped his fingers again, suddenly, orbs of light appeared around Lily, almost as if the spell that he just casted had an aftereffect. As the Exceed flinched from the sudden appearance of the new light, they all exploded, creating an even large range of effect than before.

"GAaa…!" Mest was sent flying backwards, but fortunately for Wendy and Carla, Rocks cradled them and prevented the duo from getting knocked back by the shock wave.

"Lily! You good?" Rocks yelled out as the dust cleared. Lily was seen to be fairly fine, but he was clearly annoyed by the magic that Azuma was using.

 _'Grr… If only I had a sword…'_ He muttered in his mind, before blinking. ' _Wait, that's it!'_

"That was even bigger than the last time…" Wendy whimpered as Rocks released them. As she took a look at Lily, the Exceed gave her a look of request that seemed to correlate with his dilemma. "Huh? Oh!"

"Sheesh, I feel like he should be screaming bloody murder with… Huh?" Rocks grumbled to himself, only to feel Wendy patting his leg for attention. "Wendy? What's up?"

"I have a plan. I need you to follow my instructions." She ordered.

"Uh… Alright then." Rocks blinked in submission as he tapped the Omnitrix dial. _'…Do I like it when she has that commanding tone?'_

Reverting back to human, Wendy began to whisper into his ear for the steps in her plan. As he nodded, Lily took notice of Azuma as he got up.

"Got it?" Wendy asked one more time.

"Of course." Ben grinned as they turned forward. "Let's go! Lily!"

Running forward and activating the Omnitrix, Azuma covered his eyes as he slapped the core down and transformed into Diamondhead. Taking his arm up and morphing it into a giant sword, he snagged it off and tossed it to Lily. As the Exceed caught it and regrouped with Diamondhead, the duo stared at Azuma as Wendy prepped her own magic.

"Ben, Lily! Here we go!" She called out.

"Right! Okay now… Time to test out one of the new guys!" Diamondhead announced as he slapped the Omnitrix dial.

"…Let's see what this is all about." Azuma said as he took a stance.

As the Omnitrix's light faded, a brand-new alien was revealed. It was a blue jellyfish-like alien with six long tentacles that functioned as two pairs of arms and a pair of legs. He had green eyes with no pupils and white swipes on his body resembling lightning streaks. His main body had three segmented, skirt-like parts; one for his head, chest and abdomen. With a black and green top, he wore the Omnitrix on his chest as he floated above ground.

 **"AmpFibian!"** He called out. "Now then. Wendy!"

 ** _"_** _ **O**_ ** _swift wind that dashes through the heavens…! O strengthen of arm to cleave the heavens!"_**

"Oh?!" Lily looked down as magic circles began to appear underneath him and AmpFibian. "What's this? Support Magic?"

"Lily, get ready!" AmpFibian ordered as Wendy began to finish her incantations.

 _ **"** ** _Ve_ rnier! Arms!"**_

"NOW!" Lily screamed as he activated Aera. Sprouting his wings, he and the jellyfish alien blasted forward at enhanced speeds.

 _ **"** ** _Bl_ eve!" **_Azuma casted.

Sensing the chain of explosions, the duo flew in the air while simultaneously dodging the incoming magic. Azuma was now busying with his occupation of the two, giving Wendy enough time to initiate the next part of her plan. Blasts of electricity and swings from Diamondhead's sword kept Azuma occupied for the time being.

"Mest-san!" She called out to the Magic Council member. Bringing him out from his shock, he turned to her. "Please help me!"

"What? What are you saying? I'm an official from the Council!" He tried to argue, but was quickly cut off by Wendy as she glared at him.

"That doesn't matter! We're going to protect this island and the guild!" She barked back.

"Weren't you listening?! I came here to _destroy_ Fairy Tail, you doof!" Mest yelled back, but quickly backed up upon seeing the Dragon Slayer pick him up by his collar.

"Destroy?! I don't care about that! And besides, even if you all try to do that, Fairy Tail WON'T be destroyed! Now get on your feet and help me!" She ordered.

As Mest gulped, he quickly stood up on her orders. After quickly giving him the info he needed, they prepared for the final phase as AmpFibian and Lily looked down from afar up.

"Looks like they're wrapping things up. Lily you stay up here. I'm going to go for a pincer attack back down." The alien said.

Zooming down, Azuma raised his arms up for another round of explosions. Approaching on ground level and flying at the Mage straight on, Lily began to dive down as Mest teleported behind Azuma.

 _'This is it. Taking out this guy first is the smart thing to do!'_ Mest mused as Wendy began to breathe in.

 _'Got you!'_ AmpFibian and Lily grinned as they began to charge their attacks.

 _ **'** ** _Sk_ y Dragon's Ro—'**_

"…This is getting boring."

"Eh?" AmpFibian blinked as he stopped right in front of Azuma.

As the Dark Mage changed the position of his arms to aim at Lily and AmpFibian, he instead extended them out to his sides. As a green magic circle appeared underneath his feet, AmpFibian's eyes widened upon sensing the enormous amount of magic that was about to be released.

He immediately turned back to Lily. "LILY, GET BACK!"

As he yelled, everyone else was about to retort on his comment. But before that could happen, AmpFibian quickly slapped the Omnitrix dial and grabbed Wendy, as she was point blank behind the Dark Mage as Azuma released his next spell.

 _ **"** ** _To_ wer Burst!"**_

Summoning forth an enormous tower of explosive flame in his immediate vicinity, it expanded out at a blazing rate, reaching high into the sky as everyone was caught in the explosion.

Right before Wendy could be damaged, AmpFibian transformed into Cannonbolt and wrapped himself around the blue haired girl. The shock of the explosion blasted the two out of the area, leaving Lily, Carla, and Mest being driven back to the edge of cliff.

As the explosion died off, Azuma sighed a little as he looked up. The yellow sphere that was Cannonbolt was seen flying off into the distance as everyone else laid on the ground. Looking around, he folded his arms as he began to walk off.

"Ugh. I made too much of a racket… Now the noisy ones are going to come." He grumbled.

* * *

 **…**

"Ah, there's the pillar of light…" Rustyrose pointed.

"Well, technically it's a pillar of fire." Zancrow corrected.

Most of the other Seven Kin of Purgatory were watching from the deck as Grimoire Heart's ship grew closer to Tenrou. Ultear herself came out from downstairs, this time wearing a battle outfit as she zipped up her voluptuous cleavage.

The battle suit was sleeveless and skin-tight, being divided into 3 sections; the main body of the suit and the legs of the suit from the thigh down are both white with black patterning, with the space between them being a deep brown. The entire suit was trimmed with gold patterns, and Ultear sported a matching white headband. On her arms, Ultear wore long black sleeves, with the section from her elbow down bearing chunky, gray wrist-guards, from which she can produce her characteristic Lacrima.

"Ah, Ultear-san. I see you're really getting into this." Zancrow noted.

"Of course. This is a war, after all." Caprico replied in response.

"It's time to head off to the Eden known as Battle…" Rustyrose echoed off. Meredy rose an eyebrow as she spotted something in the distance.

"Ah! Look, Ul!" She then pointed out.

 **"…Don't call me Ul, Meredy."** Ultear glared at the young girl, making her flinch as she backed down.

"I-I'm sorry…" She mumbled. Zancrow noticed this, patting her shoulder to cheer her up.

"Aw come on, little one! Don't be so nervous." He grinned. "What did you see Meredy? What's wrong?"

"…I see the island." She answered to him, smiling a little. "The island of Fairies."

The island was nearly in sight. However, as the ship drew closer, everyone began to notice a figure starting to grow in size as it came out from the water. Hades narrowed his eyes as a familiar guild emblem appeared on the chest of this new assailant.

"Huh? What's that?" Zancrow asked.

"Er… A Giant?" Rustyrose guessed.

 _"gersbasefgvs…"_ Hikaru mumbled.

"…Big." Meredy blinked.

"…So, you've come, _Makarov_." Hades smiled in amusement.

 **"…You cannot pass. Turn back to the shadows…"**

"No." Hades replied as he took hold a microphone Lacrima.

 **"Go away…!"**

"I shall not." Hades replied once more.

 **"Leave!"**

"…Is he really doing this?" Zancrow turned to his fellow Kin.

"Leave, I won't." Hades went on.

…

…

 **"Leave."**

"No."

Makarov stood still from his position in the ocean as a vein popped on his forehead. The Seven Kin of Purgatory repeatedly looked back and forth from the duo for a while as they continued their little argument, but after a few more attempts of resistance, Makarov finally lost his cool.

 **"…Very well then. Fly, you fools."**

"…Uh-oh." Meredy gulped.

 _"Evasive maneuvers, members."_ Hades ordered the lower members of Grimoire Heart via radio. Everyone looked forward as Makarov raised an arm as the ship drew near.

"Incoming!" Ultear held onto a nearby rail as Makarov swung his arm out.

 **"YOU... SHALL NOT... PAAAAAAAASS!** "

Smashing right into the right-wing segment of the ship, everyone on deck and below began to stumble and fall around as part of the ship's maneuvering gear was damaged. Smoke was being led off from damaged parts as the vehicle began to lose altitude.

"Huge damage to the right side! Magic Generator number 2 was eradicated!" A member monitoring the ship's condition alerted Hades.

"He shredded through our reinforced hull like it was nothing!" Another cried out.

"Remain calm." Hades ordered. "Increase our speed and swerve to the side. He's attacking once more."

Pouring more magic in the ship's generators, as Makarov released another punch meant to crash the ship, Grimoire Heart's vessel quickly boosted and skid to the side, narrowly dodging Makarov's attack.

"Our attack, Master?!" Ultear turned to Hades.

"Yes. Activate the Magic Beam Cannon, **Jupiter**." He ordered.

As Makarov turned back to look onto the ship, his eyes widened when the deck of the ship opened up. Rising from the core of the ship was none other than a gigantic barrel of a cannon.

 **"That is… JUPITER?!"** The Giant Master cried out as it began to charge up.

He didn't have enough time to stabilize his balance, as all the added mass to his figure slowed him down. However, even as it was beginning to fire, he had enough momentum to raise his left arm up.

 **"Fire!"**

 _ **'** ** _Oh th_ is is gonna…' **_Bracing himself for the impact, Makarov clenched his arm as the blast began to numb him.

Fortunately, the attack only lasted for a couple of seconds, and it didn't harm Makarov's body to that of a degree surprisingly. Taking this moment while the ship was busying recharging from firing Jupiter, Makarov stepped forward and gave the ship a kick from below, causing even further damage to the point that it was going to…

"OUR SHIP!" A member cried out in horror. "The monster!"

"So this is the power of _the_ Makarov?!"

"Remain calm." Hades ordered his crew. "Ultear!"

"Yes, Master!" Ultear responded.

Closing her right eye, from her left, a symbol of magic appeared inside it as her eye glowed. Crossing her arms, a magic circle appeared underneath her as she casted her magic.

 _ **"** ** _Ar_ c of Time: Restore!"**_

Just as she casted her spell, Makarov began to see the effects of it. The damaged airship that was about to explode was sudden enveloped in an aura of purple. Moments passed, and the damaged parts began to repair them… No, not repair, but rather…

 _ **' _Time_ … Time Reversal? Just like Ben? No… This is… This is Lost Magic!' **_Makarov analyzed the situation as Grimoire Heart's airship was completely revitalized.

"It's time to move out. Caprico, lead the troops and take everyone to the island." Hades ordered. Caprico turned around after recovering from Makarov's attacks, nodding in response.

"Of course. But what shall you do, Master Hades?" The goat man asked in return.

"Hmph. I shall deal with Makarov." He answered as he stood up. "Prepare your magic."

"…As you wish." Caprico bowed slightly as a yellow magic circle spawned in front of him.

Clapping his hands, all the members of Grimoire Heart presently inside the ship were encapsulated into orange bubbles. As Caprico then walked over to a nearby armory located in the throne room, he took out a magic jetpack and quickly strapped it on.

"Then… I shall depart." He nodded as a sunroof on the ceiling of the ship opened.

Blasting out of the ship, Makarov's eyes followed Caprico as he flew into the island. However, it didn't seem to phase him that only "one" member managed to infiltrate into Fairy Tail's domain. Turning back to Grimoire Heart's ship, he brought his hands together…

 **"It matters not where you lot run off to…!"** He roared as a familiar light began to emit from the middle of his palms.

 _'…Oh, he's doing that.'_ Hades narrowed his eyes.

…

 **"As it is in the tradition of Fairy Tail… I shall have a count to three before rendering my judgement upon you."**

…

It was none other than the light of Fairy Law that was beginning to form within Makarov's hands. The bright orb of magic caused Hades to squint his eyes as he walked off from his seat.

"…That magic… One that only affects those in which the caster deems as an enemy." He explained the effects of the spell.

 **"…One…"**

"Hmph. Fairy Law, is it? Based on the original, but improved upon to counteract the side effects…" He scoffed, but smiled afterwards.

"Bring it on then, _boy_."

 **"Two!"**

Teleporting onto the roof of his air ship, it was then that Makarov's final countdown ended. Clapping his hands together and covering the orb of magic in his palms, the blinding light began to seep out of the cracks within the crevices of his large arms as Hades stood afront.

 **"…Three!"**

"Oh please. Would you stop that?" The Dark Guild Master snorted.

That was all that Hades said as Makarov began to cast the almighty spell. Right as the old man was going to release the light that would burn all who he deemed as a heretic in his eyes, similarly to his own spell Hades began to form what seemed to be an exact polar opposite in his own palms.

A staggering glow of darkness pulsing out from Hades' hands. That was what Makarov saw as his eye widened slightly in reaction to the phenomenon in front of him.

 _ **"** ** _Grim_ oire… Law."**_

 **"…WHAT?! Wait…"** Makarov gasped as he canceled out Fairy Law. **"T-T-That Magic…! That** _ **voice**_ **…! It can't be…"**

"Hooo… So you can at least recognize something like that." Hades smirked darkly as he canceled out Grimoire Law. "Do you recognize me?"

 **"You… But…"** Makarov was astounded as the identity of his enemy became clear in his eyes.

"Indeed. It's been a while… _boy._ " Hades made emphasis on that last word as Makarov's jaw dropped slightly.

 **"Master… Purehito…?"**

* * *

 **…**

" _Heeeeeeeeey…"_

 _*Poke* *Poke*_

" _Heeeeeeeeeeeeeeey…"_

 _"…No, not today… Five more minutes…"_ Ben's voice could be heard, grumbling from what seemed to be slumber.

" _Hey! Listen!"_

" _Urgh…"_

Ben's eyes began to slowly flicker open at the sound of crickets chirping. As he opened them, he had to shield his eyes from the sunlight. Once his eyes had adjusted, he wearily looked around, still in somewhat of a daze. He was now lying in a marsh zone somewhere on the island, and was back in his human form. The Omnitrix must've timed out while he was unconscious due to a sudden level of pain exceeding its parameters.

"What happened...?" He asked the voice that was speaking to him as he rubbed his temple.

 _"Well, you crashed all the way here like a cannonball!"_ The voice proceeded to explain. _"Or… Whatever you were at first! I've never seen a black and yellow roly-poly."_

As much as Ben wanted to listen to this mysterious female voice speaking to his mind, he wasn't exactly wondering who or what was doing so for the moment. He slowly sat up straight, and took a better look at his surroundings. After looking around for a few moments, his eyes went wide when he remembered what happened prior to blacking out. Looking around once again, the first thing in his mind was—

"Wendy?!" Ben called out to the Dragon Slayer.

In response, small, cute sounds of snoring could be heard next to him as he felt a tug on his shirt. Blinking a few times, he blushed a little bit as Wendy laid on the ground next to him, sleeping away as if there wasn't a war waging between the two Guilds known as Fairy Tail and Grimoire Heart.

 _"…Neheee…"_ Wendy began to smile while gripping Ben a little harder. The Omnitrix wielder flinched as it grew to a grin and her hold on him grew tighter by the second. She was even drooling by then…

"W-We…Wendy?" Ben looked down at the adorable puff of blue next to him.

 _"Heheh… Since I won that battle… You're gonna do_ **whatever** _I want you to…"_ She giggled in her sleep once more.

"Er… Huh. I wonder what's she dreaming about…?" Ben scratched his cheek as he chuckled a little.

 _"I wonder what I should have you do…first?"_ She asked herself as she snuggled against his body. _"I'll push you down… Tie you up… And then I'm gonna do stuff…_ **Ben** _."_

"…Okaaay then." Ben gulped. "Er… Hey mystery voice, where am I anyways?"

 _"Well… About that… I'd wake that girl and look up if I were you."_

"Huh? Why's that?" The brunet asked as he began to shake Wendy awake.

 _"Because it's raining enemies! Good luck!"_

"Wait, what?!" Ben gawked as he immediately cocked his head upwards. Frowning at the sight of Caprico continuing to drop more and more Gimoire Heart members, Ben quickly turned back down to Wendy and pinched her cheek. "Wendy, wake up!"

 _"Nauu… Ow, ow, ow!"_ Wendy squeaked as her eyes opened. Yawning a little, she turned to Ben and blushed a little. "A-Ah, Ben! W-What's up?"

"Snap out of it, Wendy." Ben conked her head lightly as they both stood up. "We've got enemies inbound."

"Huh? O-Oh, right." Wendy shook her head and slapped her cheeks away.

Raining like cats and dogs, Caprico briefly flew over and deployed another batch of orange bubbles. As they drew closer to ground zero, they popped and the mages inside them began to grow in size. Right as they landed, many of them scoffed and snickered as they branded several types of magic weapons at the duo. Magic melee weapons, magic guns, the likes of which Ben seemed very familiar with as he and Wendy prepped their own arsenal.

"Enemies left and right… Great." Ben sighed a little as the couple went back to back. "So, what do we do afterwards, strange lady voice?"

"I think she wants us to fight off these guys first." Wendy answered as she prepped the Omni-Tool. "Get ready."

"Oh, you could hear her too? Huh, strange." Ben retorted as he activated the Omnitrix.

"Wait..." Wendy looked around the area. "Where is everyone?"

"We got hit by that Spell Azuma casted." Ben quickly reminded her as he began to turn the dial. "That damn Tower Burst or whatever it was called."

 _"Hey, jerk face!"_

"Ah, I remember now. And… That was nice of you to cuddle me up at first though." Wendy smiled. "Thanks for that."

"Well, priority goes for you first, then the others. Cannonbolt only has enough room for one person." Ben sheepishly admitted as he smiled.

 _"HEY! I'm talking to you!"_

"Huh?" Ben and Wendy turned to one Grimoire Heart member, who wore a pair of magic bracers on his arms and legs.

"Yeah, you green eyed kid!" The member growled.

"Well, I heard _jerk face_ and… I must've thought you were talking about someone else." Ben shrugged.

"B-Ben…" Wendy sighed upon realizing that he was starting to mess with the growing anger of the lower Grimoire Heart member, as well as others.

 _"…Beauty, is in eye of the beholder."_ A member next to him quoted, seemingly unfazed by the angry conversation.

"Right… Anyways… So you're that Null Fairy guy we've heard so much about recently. And your little girlfriend too, the Sky Maiden." The bracer wielding member identified the two while ignoring his friend.

"There's so many of them now that I've taken a good look around." Wendy noticed as she glanced everywhere. "How're going to get through? There must be dozens of them, all experts in the weapons they're wielding probably."

 _"…The truth lies, in the mastery of a single art of fighting."_ The quoting member spoke.

Both Wendy and Ben tilted their heads awkwardly, and the member next to him sighed as he begun to explain his friend's strange way of speaking.

"Don't worry about that. That's just how he communicates. _Don't know how he got recruited into the Guild with that kind of nomadic attitude though…_ " He brushed off.

 _"…The only way we can truly communicate, is through the ancient art of combat. And more specifically, our fists!"_

"…"

"…"

"Yeah okay, this is getting awkward." The member scratched the back of his head as he stepped forward. "Let's just start."

"Oh, finally. I was getting bored." Ben spread his arms out in excitement as he slapped the core down. Due to all the Grimoire Heart members wearing masks, the light from the transformation didn't blind them as much as Ben was replaced with Water Hazard.

"Alright, come at me!" The red and black alien gestured.

"…I wonder why they aren't all coming at us at once." Wendy sweat dropped as the member dashed at Water Hazard with intent to roundhouse kick him.

"It's cuz' we know he's gonna get beaten in a 1-on-1!" A random member yelled out to answer.

"Enough! Take this!" The masked member brought his leg towards Water Hazard's face as it began to light up. _**"Magic Bracers: Activate!"**_

Wendy and everyone else were expecting the Orishan to block the incoming attack, but to their surprise, all he did was stand there with a listless expression… I mean you couldn't tell because Water Hazard wasn't really capable of making expressions. Regardless, the masked member reared back his foot, and slammed it into the side of Water Hazard's face as it glowed with an eerie red light. Upon contact, his attack erupted into a chain of explosions, making it impossible for anyone, himself included, to see the result. The melee fighter landed on the ground, and leapt back and out of the smoke, waiting for it to clear so he could see his handiwork.

"Ha! How was that?!" He grinned behind his mask.

After a few moments, the smoke cleared, and everyone was shocked by what they saw. The fact that Water Hazard didn't budge whatsoever was a surprise by itself, but he appeared to be completely unfazed by his explosive attack. There was no mark whatsoever due to Water Hazard revealing that he had a retractable visor under his hood with green transparent spots resembling eyes. It covered the explosive attack completely as the attacker frowned.

"Heh… Come on!" Water Hazard yelled as he his visor retracted. "I know a knucklehead with pink hair who can give you a rundown on how poorly that works."

"…I don't think Natsu-san will enjoy hearing that." Wendy said with a honest tone.

"Wendy, I've got at least _five_ different ways to make him keel down to the ground." Water Hazard replied. "Trust me."

"And the thing is… I know you're probably not lying…" Wendy sighed.

"He's making of me?" The masked mage asked himself. "He's making fun of me!"

"Alright… My turn." Water Hazard brought his palms forward and aimed them at the mage.

At a moment's instant, he blasted two jet streams of water right at the fighter mage's body, forcing him off his feet and causing him to slam hard into a tree behind him. The impact instantly caused him to black out as he slid down slowly.

"Next!" Water Hazard took a stance.

"Alright! After him!" One other member ordered.

While Wendy and Water Hazard were about to engage the enemy hit squad, before anyone could make a move, the water laying on the floor began to float up, engulfing all the members of Grimoire Heart in a spherical capsule of H2O. All the members struggled to breathe and reflexively dropped their weapons as to hold their throats in desperation.

"Water?" Wendy blinked. "This Magic is…"

 _ **"** ** _Wa_ ter Lock!" **_Juvia chanted as she and Erza came in to join with the duo.

"And…!" Erza was still in a black bikini, but quickly ReQuipped into her Lightning Empress Armor. _**"Lightning Shield Strike!"**_

Spinning her spear, she then stabbed in into the ground, summoning a magic circle that spawned out wild bolts of electricity. Zapping all of the surrounding Grimoire Heart members to a crisp, they all fell to the floor like flies once Juvia released her Water Lock.

"Erza-san! Juvia-san!" Wendy greeted them. "You're all safe!"

"Yes. It's good to see that you're unharmed." Erza nodded as she changed into to her Heart Kreuz set. "But where is Mest?"

"Mest? You mean that Magic Council member?" Water Hazard corrected as he reverted back to Ben. "I reckon he's still on that cliff side where the others were."

"Magic Council?" Juvia repeated in confusion. "Juvia requires an explanation, Ben-kun."

"Well, that'll have to wait for later." Ben said otherwise. "We need to find everyone else. I assume the rest of them are all fighting off against members of Grimoire Heart and those Seven Kin of Purgatory."

"Wait, you've fought one then?" Erza asked, curious to his wording.

"And he was the reason we were blown all the way here." Wendy explained. "I think his name was… Azuma I believe. He uses some kind of fire and explosive Magic it seems."

"Fire and explosions, huh." The redhead noted. "Alright then. Can you two handle yourselves?"

"Well, as long as I'm not caught off guard again. You have a better layout of the island than I do Erza, so you should go and search for the other members of the Guild since they probably don't know their way around." Ben suggested.

"And you, Wendy-chan?" Juvia asked the Dragon Slayer.

"I'll stay here and keep Ben company. I'll be able to relay to him the locations of enemies through their scent." Wendy gave the girls a thumbs up. "And I can fight! I've been learning a lot from Natsu-san and Gajeel-san!"

"And you've unfortunately took note of their motion-sickness." Ben snickered, earning him some playful pounds to his body.

"I-I can't help it! It's because I'm a Dragon Slayer!" She pouted.

 _"...Right._ " Erza's eye twitched in comedic anger. "We'll be off then. Please make sure not to do anything…unwanted, while I'm not around."

"Y-Yes ma'am!" Both Ben and Wendy flinched and saluted to her. Juvia also was a bit astonished by Erza's regularly scare tactics, but nonetheless decided to join her as she went off in another direction.

The two watched the redhead and water mage walk off into the distance, and Wendy finally sighed in relief as she folded her arms, glaring at Ben with an adorable face. Ben was going to give a snarky reply, but was stopped by the sound of another bubble popping above them. They turned up to see a single girl above them.

The two stepped back a few times as the girl landed, revealing herself to be none other than Meredy. She landed with barely a sound before standing up. Meredy narrowed her eyes slightly as she began to identify the two individuals in front of her.

"A girl?" Ben asked, reaching for the Omnitrix. "She looks as old as us."

"Yes." Wendy said, aiming the Omni-Tool at the pink head. "But I believe that she may want to engage with us."

Wendy and Ben waited for this new opponent to make a move, but it seemed as though Meredy was merely in a phase of recollecting information regarding the two as her eyes glanced from Ben's face to Wendy's.

"Wendy Marvell… A former member of the guild, Cait Shelter. Nicknamed, the _Sky Maiden_." She started as she turned to look at Wendy, and then at Ben. "And the _Null Fairy_ , Ben Tennyson. A recently ascended and popular member of Fairy Tail with the ability to use Transformation Magic."

"She seems to had researched us, Ben." Wendy noted to Ben.

"Mind telling us who you are then? We seem to be relatable and at a standstill. We don't have to fight." Ben offered.

Meredy stared at Ben's face. Wendy seemed to be eerily…bothered by the amount of attention this new girl was giving to Ben. Call it a woman's intuition, but the Dragon Slayer seemed to be feeling that Meredy wasn't exactly your normal type of young woman.

"…Unfortunately, I believe that we will have to engage in combat regardless." Meredy apologized. Her magic began to radiate as an aura as the duo in front of her took a stance. "But if it is desired… My name is Meredy."

"Meredy, huh? We really don't have to—"

 _ **"** ** _B_ attle, start."**_

"…?! Get down!" Wendy grabbed Ben and tackled him down to the floor. Right as she was doing do, Meredy lifted an arm up and snapped her fingers, summoning a pink magic circle that spawned a ring of glowing blades.

 _ **" _Ma_ guilty Sodom!" **_She casted.

Launching the blades, Wendy was able to make the two of them avoid most of the blades, but even as quick as her reaction timing was, one of the blades managed to embed itself into Wendy's shoulder.

"Gaack!" She yelped in pain. "I wasn't fast enough…!"

"But…wait, there's no wound?" As Wendy laid down on Ben while the two were on the water, he looked over his shoulder to see the blade inside her body, but with no cut or blood emerging out. "What's that about?"

"…These blades attack the sense of pain directly." Meredy quoted as the rest of the blades faded. "You may give them the name, _"sensory blades"_."

Wendy groaned as she clenched her shoulder. As Ben got up and helped her onto her feet, the two took another look at Meredy as he activated the Omnitrix.

"Okay… Since you're not wearing a robe and using unique magic, I'm going to assume you're one of the Seven Kin of Purgatory." Ben decided. "Am I right?"

"That is correct." Meredy answered with her seemingly emotionless voice. "But I have to ask you to cease your questioning."

"And might I ask why?!" Ben yelled as he slapped the Omnitrix's core down, morphing into Blitzwolfer.

 **"…Because I don't want to hurt the one I'm interested in too much."**

* * *

 **…**

With some of the other members, Lucy, Cana, Gray, and Loki were busy running up through another part of the island's terrain, notably a part of the geography that bore ruins and signs of ancient civilization.

The island housed some ruins, seemingly the remains of a village. Cracked sections of stone wall, column capitals and stone architraves seem to be scattered here and there. A stone road, although largely covered by grass, was also present among the ruins, which also include almost intact buildings, still retaining arched windows with decorated frames and stone carvings on the walls. Some of such ruins, distinguished by large arches, were located along a rocky wall facing the sea and the coast, while a lighthouse-like structure, consisting of a tower flanked by some minor buildings near it.

This village was remarkably close to the Tenrou Tree itself as the group began to cut through the stone road. They were heading towards the Resting Zone as instructed by the red flare launched by Erza.

"Oh come on…! Where's this darn meeting point again?!" Lucy whined as the four continued to sprint on.

"It's at our portable base, the resting point! Didn't ya pay attention to the explanation on the boat?!" Gray sighed.

"According to the map we've memorized, going through these ruins is a bit of a short cut to said location." Loki added on.

"But why are we doing this when we should be looking for a grave!" Lucy wailed about still. "What's this red alert or whatever thing about?!"

"This is ridiculous..." Cana growled. "Of all things to happen _now_ , why this?!"

"C-Cana…" Lucy quickly zipped her lips. "Sorry…"

"Oh, I… Never mind that…" Cana sighed, not meaning to raise her voice.

As the four continued to go off on this straight road, Loki began to sense an unusually…familiar energy. As he was the person in front, he quickly signaled everyone to stop as he looked up. As they followed his orders, it was then that everyone began to see the zooming figure of Caprico deploying a number of bubbles down on their location.

"Uh… What're those…"

As they rained down to the crowd, the first one happened to land near Lucy as they began to pop, revealing the Grimoire Heart members inside as the first one revealed a sword wielding member. He nearly cleaved Lucy in two, and would of if Loki didn't pull her back a few inches.

"WHAT THE HELL!" Lucy barked.

"People are coming from the sky? And popping out of bubbles?" Loki said in a confused tone.

"T-The weather forecast didn't mention anything about this…" Lucy gulped.

"It's the enemy…" Cana glared at the soldiers continuing to rain down.

"Oh come on… Give me a break here." Gray observed their new enemies. "Are all of those guys humans? They're Dark Guild mages then…"

As they watched them all drop in, they formed a cluster in front of the exit that they were going to take. They even started to surround the four with their sheer numbers, something that started to piss Cana off even more as she took some cards out from her pouch.

"You pieces of _shit_ …" She said darkly.

"Uh-oh." Loki and Gray both said as they suddenly ducked. "Lucy, hit the deck!"

"Huh, what're—"

 _ **"** ** _I_ cicle!" **_Cana roared as she spun and threw a row of cards in a full circular arc.

The cards she had thrown quickly reached their intended locations, flashing brightly and transforming into waves of large icicles. As they barraged the first few rows of enemies, those who were hit were instantly frozen.

"Let's get rid of these jokers! Come on!" Cana ordered.

"O-Of course!" Lucy and everyone complied.

Gray quickly conjured up some magic as Loki enhanced his fists with Regulus' power. Lucy also took this time to crack her magic whip as the first few Grimoire Heart members began to attack. While they weren't tough and were pretty easy to defeat if you kept your distance, it was the large amount of them which made this battle starting to become tedious.

Even as Gray froze and blasted away waves of enemies, and Loki pounding away from his side along with Lucy and Cana, they were starting to feel the burn.

"Grrr… Stop messin' with me!" The brunet scowled as she threw a bunch of more cards at some members in front of her. _**"Wind Edge!"**_

The howling of the enemies could be heard as she threw two cards. They fused together as they landed on the ground, flashing brightly and bringing out an ascending torrent of wind that blasted the members unfortunate enough to be in front of her several meters away.

As Cana growled once more, she was beginning to pay too much attention to what was in front of her, leaving her open for some other members which took note of this. Luckily, as they attempted to get at her back side, as Lucy took out one of her Zodiac keys, she whipped them all away in a flurry of strikes.

"CANA! Please, control yourself!" She scolded her.

"Woah… And here I thought for a second that Cana was in a really fighting mood today…" Loki chuckled nervously. "But Lucy-sama is indeed my master after all."

"Please. These jokesters caused the exam to become delayed, and they had the nerve to come to the sacred grounds of Fairy Tail!" Gray barked as he slapped away a dozen foes with the swing of a giant ice hammer. "We're _not_ going to let them off easy, ya hear?!"

"S-Sorry for that." Cana was surprised by Lucy's annoyance. "I lost…my cool back there."

Jumping to the middle of their circle, the members of Grimoire Heart just continued to pile on and on against them. They were going at it with a good amount of damage, but it just seemed like they had the manpower to keep backing themselves up.

"Sheesh, there's no end to these guys. I don't think we can keep this up." Gray grunted in annoyance.

"Hey, at least they aren't tough." Loki said otherwise, attempting to alleviate his concern.

"All they have is an advantage in numbers." Lucy noted. "And they have so many different types of weapons as well."

"Meaning this is just going to continue being a pain in the rear for us… Hey, speaking of weapons, I reckon Ben would probably like to look at some of these." Cana then mentioned.

"Later, Cana." Lucy glanced back. "If we're going to continue fighting like this, we'll run out of magic power as well as stamina. I should probably summon big to get rid of them in one fell swoop… Maybe Taurus or Sagittarius…"

"Now wait there, Lucy." Loki turned to her as the blonde was going to activate her magic. "You of all people should conserve your energy."

"Well it doesn't matter…" Gray shouted, taking off his shirt. "If these chumps are gonna want to pick a fight with Fairy Tail, they oughta bring someone tougher then these guys!"

 **"Then you shall fight** _ **meh**_ **then."**

"—I was joking!" Gray retorted.

As the mystery voice called out to them, the four heard a single clap. Suddenly, all the members of Grimoire Heart, except for their weapons that they dropped, teleported away in pops of yellow flashes.

"Wait, they're gone now?" Loki blinked.

"Falling from the sky, and now the sudden teleportation? Sheesh, these guys know how to get around…" Cana looked around.

"Wait, who's that up there?" Lucy pointed up at a pair of stone arches.

Turning to where she pointed, everyone bored their eyes to the sight of Caprico as the goat-being took off his jetpack and tossed it aside. He seemed to be fairly disappointed in his allies as he sighed.

"After all of those waves of troops, and still they cannot beat you… What a waste of time. I shall dispose of you all _meh_ self." Caprico threatened.

"A… A goat?" Lucy cocked her head.

"I…think it's a goat." Cana was unsure as well.

Loki seemed to reacting with a stern look in turn, which Gray caught notice of as he glanced at his partner. "Hmm? What's up with you?"

"Oh, I… Well, it seems that he's different from all the grunts that we were fighting before." Loki brushed his concern off. "Anyways, it's time for round two. Get ready!"

"Hmph…" Caprico huffed as he leaped down in front of them. "Come."

"This guy… I'm sensing some disturbing Magic radiating from his body." Gray took note. "Who is he?"

"…I am Caprico, and I am one of Grimoire Heart's Seven Kin of Purgatory." Caprico introduced himself as his magic began to bulge out in waves.

"One of the Seven…? There's six other guys like you then?" Lucy sweat dropped in concern.

"It doesn't matter! Wreck him!" Gray hustled forward. _**"Ice Make…"**_

"Foolish." Caprico dashed at the ice mage as he finished his casting.

 _ **"** ** _Ic_ e Bazooka!" **_Crafting his launcher of ice, Gray then tried to blast the humanoid goat with several projectiles. However, they all seemed to miss right to the single millimeters as Caprico merely ran pass them without any effort. "What?!"

"I told you so. You cannot hit MEH!" Caprico exclaimed as he kicked Gray in the stomach, sending him crashing back towards Lucy.

"Gray!" The blonde cried out as she caught him. "He's fast!"

"He kicks…like a donkey…!" The ice mage groaned in pain as he clenched his lower torso.

"How about this then…?" Loki said as he clamped his arms forward. As his fists glowed, they quickly brightened as they released a beam of light. _**"Regulus Howl!"**_

 _"…Regulus?"_ Caprico's expression changed for a second. As it forwarded itself in his direction, as compared to dodging Gray's attack, the goat man actually took a leap upwards with full intent on avoiding the attack.

 _'…He actually tried to dodge that.'_ Loki took note. _'Then I must be right. That magic, and that form…'_

"You bore me!" Caprico quickly dived forward while Loki was still busy casting his magic. Before he could cancel his attack, Caprico landed on his head, flipped backwards, and then swiftly kicked Loki off to the side with a roundhouse kick.

"The face?! Come on!" The spirit growled as he was launched a few meters back.

"Grr… He's just toying with us." Cana said as she took some cards out. "Lucy, back me up for this?"

"On it!" The blonde nodded as she took out one of the Zodiac keys. "Ready?"

"Wait, Lucy don't—"

Drawing three cards that read out " _Lightning_ ", " _Reverse Tower_ " and " _Lovers_ ", Cana swiped them out in front of Lucy as she began to utilize her magic. As she swiped her key, a magic circle was summoned to release Scorpio onto the battlefield.

" **We are!** Hey there, Master!" Scorpion gestured. He then noticed Loki on the ground as he grinned. "Oh! And you too, Leader!"

"N-Now's not the best time for casual gestures, Scorpio…" The lion spirit sighed. "Mind concentrating on the battle at hand?"

"Right! Scorpio, concentrate your magic to coordinate with Cana's, please!" Lucy then commanded.

"I gotcha." The tanned spirit nodded as he looked down at Cana's cards as they started to merge and glow. "Ah… Lightning Magic, huh?"

"Right. You cool with that?" Cana asked.

"No problems!" Scorpio grinned as he then looked at his opponent, only to narrow his eyes a little. "…Wait, don't I… Nah, it couldn't be…"

Ignoring his assumption, Scorpio proceeded to go down on his four limbs, in a stance which is reminiscent of a real scorpion's, and then pointed his scorpion-like stinger at Caprico. A large amount of sand was subsequently fired from it in the form of a powerful sand tornado as Cana's cards activated, swirling the sand attack in a vortex of electricity.

 _ **"** ** _Sa_ nd Shocker **__**Upsilon!"**_ Sending the devastating attack at Caprico, instead of trying to dodge like Loki predicted he would, this time instead he had no problem sweeping away from it without a care in the world again.

Dodging to the side, both Cana and Scorpio were visually annoyed by the way he just avoided their Unison Raid, and all the while Loki continued to make his observations as his guildmates began to get assaulted by the goat man.

 _'He couldn't just wisp out of my attacks, yet when Scorpio and Cana attacked together… What the hell's going on? What kind of magic are you using…_ _ **Capricorn**_ _?!'_

* * *

 **…**

 _ ***BOOOOM!***_

"Come on, ya jackasses!"

Back on the cliffside, Natsu finally arrived and regrouped with the Exceeds, who were wide and awake. Mest however, was nowhere to be seen as Grimoire Heart members deployed themselves around the Dragon Slayer.

"Natsu—Behind you!" Happy called out as he rammed his head into the back of a Grimoire trying to stab the pink haired teen in the back.

"Ow! What the, a cat? What's a cat doing—GWAAA!" As he instinctively retorted to Happy hitting him, it gave Natsu enough time to turn around and sock him right in the mask, cracking it as he swiveled down onto the floor.

"You guys think you could go nuts in someone's backyard?!" The Dragon Slayer roared. "You assholes!"

"There's so many of them though. What're they after here on the island?" Happy wondered.

"WHO THE HELL CARES! LET'S BUST 'EM UP! ALL OF THOSE GRIMEY WARTS!" Natsu blurted out.

"It… It's actually _Grimoire Heart_ …" Lily tried to retort.

"Lily, don't bother trying to tsukkomi through everything that fire head says. That's Ben's job to do." Carla sighed as she told Lily to quit it.

"SMASH!" Natsu growled as he surrounded his fists with magic power. Whacking away at the Grimoire Heart members like flies, Happy would gather more of them around by taunting them, flying around with Aera to give Natsu another target to smack down.

"So, we're just waiting here?" Lily asked Carla.

"There's nothing we can do. We have to wait for our magic to recharge." The white Exceed explained.

"That's right!" Happy flew by. "That's why you gotta hide. Just leave it to Natsu and me!"

"I understand." Carla reluctantly agreed, looking away in embarrassment. "I…hate to say this, but I'm counting on you, Happy."

"Very well…" Lily sat down. "We'd hold everyone else back as we are now."

"See? Just eat a fish and sit down! This'll be a piece of steak!" Happy nodded.

"Steak? I think steak can be pretty tough, you know?" Lily once again retorted as he glanced at Carla, looking for confirmation. "Isn't it?"

"D-Don't encourage him please…" Carla pleaded. _'And isn't it supposed to be a piece of cake instead of steak? What a meat headed male…'_

"COME ON! I STILL GOT TWO FISTS TO KICK ALL YOUR BUTTS!" Natsu galloped around in the background.

"YOU DON'T USE FISTS TO KICK, YOU PYROMANIC!" Now the cat couldn't help but retort against him. "Ugh… I've been hanging around Ben too much."

"Does it matter?!" Natsu growled as he kicked another member to the ground. "I'm still pissed because some guy turned by precious white scarf all black! I need to punch some more faces!"

"W-What? Why're you takin' it out on us then?!" One scared Grimoire Heart mage stuttered.

"What a cruel guy…" Another one sighed.

"Then let's turn this chump into charcoal then?!" One member announced as he leaped behind Natsu. He extended a palm towards his face as a red magic circle appeared. _**"Fire Bullet!"**_

Releasing a large stream of fire straight at Natsu, the Dragon Slayer instantly went from ape shit mad to a shit eating grin as he turned towards it, welcoming it in full glory.

"Oh?! I've been waiting for one of you dumbasses to use a spell like this!" He said as the spell collided into him.

A large explosion occurred as the Fire Bullet smashed into Natsu, making the Grimoire Heart mages believe that he was burnt to a crisp. They even started to cheer and dance around as the mage that casted the spell nodded and began to boast.

"You did it, man!"

"Eat that, jerk face!"

"Ha! Did you know? Fire Bullet is hot enough to melt even stone! It doesn't even matter if you're a fire wizard as well! One smack from this spell and you're—"

 _"Hmm… Tastes like fish. Rock fish to be exact, huh."_ Natsu interrupted his gallant speech as he began to casually drink the fire like he was slurping it through a straw. The caster and everyone else slowly turned their heads in his direction as he finished devouring the fire.

"W-Wha?!" The fire mage gasped.

"He's eating the fire?!"

"I can't believe I'm seeing this type of phenomenon! What is he?!"

"Wait, eating fire?! D-Don't tell me he's that rumored…?!" One member then began to recognize this signature aspect of a Dragon Slayer as he nearly fell to his knees.

"Gahehh… HA! Now that I've eaten my share of flames… _I'M ALL FIRED UP!_ " Natsu grinned as he gulped the last of the Fire Bullet. "Thanks for the snack."

"Aw crapbaskets… It's him…" Another member began to realize as well. "The Fire Dragon Slayer… **Salamander Natsu**!"

"Go, Natsu!" Happy cheered as Natsu rushed forward.

 _ **"** ** _Fi_ re Dragon's Wing Attack!" **_As he stopped in the middle of the crowd, Natsu spun around and released a wave of devasting flames from his arms, scattering the surround Dark mages in a flurry of destructiveness.

"W-What the hell are we gonna do?!" A member wailed as he stepped back in fear.

"Our magic power can't compete with a monster like him!" Another cried out. Natsu managed to catch that though as a vein twitched on his forehead.

"Now who're you callin' a monster…? You don't needuh monsta ta clobba you dair dumbasses!" Natsu grinned as he attempted to run at them.

 **"No! But maybe yours truly can shut that mouth of yours!"**

"Who?" Carla and Lily looked up to a steep looking piece of the island where Natsu was about to smash the remaining Grimoire mages. It was none other than a red eyed blond that appeared to goat the Dragon Slayer.

"Zancrow-sama!" One member cheered out.

Zancrow grinned as he looked down on his fellow members. "Stop what you're doing, you guys. You aren't a match for them. Go search for Zeref, I'll handle this chump all by myself, no problem!"

"Zeref?" Natsu questioned.

"I think I heard it before Wendy and Ben got blown away. Grimoire Heart seems to be after him." Carla notified everyone. "Things are really starting to get complicated now…"

As Zancrow kept an eye on Natsu, the Grimoire Heart mages rejoiced as they began to walk off deeper into the island.

"With Zancrow-sama here, we won't have anything to worry about…"

"Thanks a bunch, sir!"

"That guy's gonna be a crisp once he's finished with him!"

"Even the Salamander's no challenge for our Zancrow-sama!"

"That's right!" Zancrow laughed as he stared down at Natsu. "Grimoire Heart's the strongest there is!"

"Come on then, blondie!" Natsu taunted. "I'll prove I'm stronger!"

"Oh? Like a two-bit, weak little guild can lecture me on strength?!" The blond grinned as a black magic circle appeared underneath him, dousing his body in black flames.

"B-Black fire?" Lily blinked.

"Come and take this then!" Zancrow grinned as another circle spawned in front of him. "The power of a puny Dragon Hunter ain't a match for what I can do!"

Punching the circle, it then released a large torrent of black flames. As one would expect, Natsu merely scoffed as he stood still… But Carla thought otherwise as they came closer to ground zero.

"Natsu! Get out of there! I don't think those flames are normal!" She called out.

"Fire's fire! Fire's yummy in my tummy, ya see?" Natsu ignored her. Zancrow cackled in response though.

" _Oh? Then let's see how you can deal with fire when it's a_ God's _fire!"_ He challenged as his flames poured onto Natsu.

"Ha! Fire ain't got nothin' on…me? Keek… Gaaah! What's g-going on?! I can't eat these flames!" The pink head gasped as he began to choke on these darkly colored flames.

"Burn more, why don'tcha?!" Zancrow suggested as he gathered fire into a large sphere. "Take this!"

 _ **"** ** _Fire_ God's Explosive Flame!" **_ Punching the ball of fire at Natsu, as it gathered onto the burning flames that were already surrounding the Dragon Slayer, Zancrow snapped his fingers, prompting the sphere of flames to explode.

"EERRUUGH…!" Skidding back as the two fire attacks canceled each other's flames out, Natsu could be seen still trying to cough out the choking essences of the flames that Zancrow released.

As the blond jumped down to face Natsu face to face, the Dragon Slayer growled at him like an angry dog. "You bastard…"

"So what were you trying to do? You gonna try and eat the flames of a God, which are superior and more powerful than a Dragon's?" He taunted. "That's blasphemy!"

"Curr… Flames of a God? What'cha mean, pal?!" Natsu barked.

"Heh… It's different from your inferior magic. I'm no ordinary Slayer type of mage… You're talking to a **God Slayer** , scrub!"

* * *

 **…**

Now… The real Ben, not the one currently in conflict with Meredy, nor the one who used his energy as Clockwork to protect himself and Natsu from Zeref's attack… He was in another location, that being the grave of the first Master of Fairy Tail, Mavis Vermillion.

The grave could be found through a gallery branching off from the cave containing Gallery E, in a small clearing surrounded by thick vegetation. This was a large and yet sober structure composed of light stone, with a series of three rectangular steps, flanked by four small pillars with square sections; one sitting at each edge, being topped by a pair of vertically-placed, flat carved stones, with small geometrical parts jutting upwards on each summit, on the side nearest to the other stone, and a circular hole being generated by two carved semicircles present on each stone's inner side. Vegetation had grown throughout the structure due to its age, with small plants and moss covering it here and there. Sitting at the grave's sides are two simple, short rectangular stones, similarly covered in vegetation, and leading to it was a pathway consisting of several small, flat stones placed one near the other without an accurate order. In front of the structure, to the pathway's right, is the section of a short metal fence, with the top edges of its poles shaped like rough Fleur-de-lis.

In short… It was a very spiritual and sacred location. Even Ben, who didn't really use Magic himself, could tell that this place was one of the points that made Tenrou Island "divine".

However, the point was that he was still there though, and not out trying to repel Grimoire Heart's invasion.

"Haaa… I don't understand why Master would have me stay here of all places." Ben sighed in boredom as he sat in front of the grave. "He wanted me to protect this grave? To be honest, I wouldn't see the point."

 _"Now why would you say that for?"_

"Oh, welcome back, lady voice." Ben glanced up. "Is Wendy faring alright? How about the other me's?"

 _"Well… One of you disappeared after he saved your pink haired friend from a…wave of death. The other you is currently with your beloved and fighting off a girl that also seems to be interested in you."_

"Wow, that's… Huh. Wasn't expecting those kinds of results. A death wave and a…girl attacking me." Ben blinked.

 _"Can't you just make more copies of yourself? Using that…er… What was thing you called your wrist again?"_

"Omnitrix. It's called an Omnitrix." Ben reminded this voice talking to him. "And I have to turn into a specific form to duplicate myself. I can't do it over and over, otherwise it'll drain the time I have to use the Omnitrix."

 _"Fooey… Well, it would be cool if you could. Your friends are all fighting some unique individuals calling themselves the Seven Kin of Purgatory. It's a surprise really; they're all using some form of Lost Magic."_

"Lost Magic? Now that's interesting. What kind are we specifying about?" Ben Prime then asked.

 _"Oh you know, the usual kinds. God Slayer Magic, Great Tree of Arc, Arc of Embodiment, Arc of Time, Maguilty Sense, Possession and Subordination Magic, the likes."_

"Okay… That sounded very important, yet you said something like that like it was a daily occurrence." Ben rose an eyebrow. "God Slayer… That's probably like Dragon Slayer Magic. The others are unfamiliar."

 _"That would make sense. After all, they're Lost Magic. Lost Magic is just how it's said; lost to time unless one can obtain it, and that's a rare occurrence in itself."_

"Uuuugh… That makes me want to go out even more. By the way… I've been meaning to ask this. I can hear you, but I can't see you, mysterious lady voice. What's that all about?" Ben decided to change the topic after getting a bit annoyed of not being able to move from his position.

 _"Well, typically… If you were a member of Fairy Tail, in which you are, those with the guild's insignia could see me. But I sense that you are different…"_

"You guessed right. I'm…from another world after all." Ben slowly revealed. The voice stayed silent for a moment…only to squeal.

 _"Wait, really?! You mean you're like a Celestial Spirit? Wait no, your body seems to be human, just like the ones in Earthland… Strange. I bet I could unlock your magic circuits and allow Ethernano to flow into your body then."_

"Wait, you could do that?" Ben stood up. "I could use magic then?"

 _"Well, technically yes. I've never seen an otherworldly human before, but I could try. From what I can tell from your body otherwise… I would put it into one word."_

"And what would that be? Strange? Bad? Mysterious?" Ben tried to guess.

" _Transformative. That's how I would describe it."_

"Well… Transformations do tend to be related to me. Well, if you want to try it out, then I'll all for it." Ben gave permission.

" _Then I shall proceed. Please stand in front of the grave, would you?"_

Turning around, Ben carefully stepped up to the grave, nearly inches away from the main structure. As he stood still then, he felt a presence starting to come around him as he felt various parts of his body experiencing a sort of…tingly feeling. It was almost as if she was tickling him if he were to say so himself.

Yet… This felt oddly familiar. He felt this feeling before…

 _ ***Beep…* *Beep…***_

"Huh?" Ben was pulled from his thoughts as the Omnitrix began to let out a repetitive sound. "Wait, Omnitrix? What's going…"

It was then that the brunette's memory flourished. Back when Loki was about to erode away as a result in staying in the Earthland for three years straight… That small talk he had with the Celestial Spirit King from back then…

 _ **'**_ ** _I feel that you are something else other than a human. Though you are mostly that of one, part of you seems to be something else. I cannot specify exactly, as I do not have any knowledge of this apparitional seeing...'_**

 _'Am I…not actually fully human then?'_ Ben thought to himself as the King's words echoed in his mind.

Before he could then discuss these contradicting ideas he was starting to think of, he then felt a tap on his forehead and then suddenly…something seemed to had been broken…

"…!" Ben's eyes suddenly widened as he fell to his knees, feeling a weird sensation starting to pour all over his body. He clenched his stomach, as if it were slowly being lit on fire…

 _"…Huh. I wonder if I—"_

 _"GAAAAAAAAAAAAAAAH!"_

 _"…Yipes."_

The voice of the lady gulped a little as Ben began to wail around on the floor in agonizing pain. Whatever she did was certainly bringing something out of Ben as he continued to roll around on the floor while screaming out like a lunatic.

As the echoes of his screams continued, his body began to become engulfed in a green aura, just like how it was when he was interacting with the Celestial Spirit King and Lucy back then. This time however, instead of just feeling a _"Spark"_ of this feeling, one could compare this to a thunderbolt or a overcharge of energy release.

 _"THIS…FEELING… SOMETHING'S COMING…OUT!"_ Ben gritted his teeth as the field of energy began to expand out in violent bursts. _"GUUUUUUURAAAAAAAAAAAAAH!"_

 _"This sensation… The whole island itself is reacting to this phenomenon… He's literally attracting all the surrounding Ethernano to himself…"_

 _"Hey… Lady…! Back away from…_ Oh. Here it comes." The sensation was getting worse and worse, and he warned the voice to get away… But it was too late. As much as he could hold it in…he couldn't stop this feeling from roaring out.

The ground started to shake…lightning and sparks of energy rippled around as it continued to leak out of Ben's body. The Omnitrix was know beeping out of control as the "Y" began to flash multiple colors.

 _ **"** ** _En_ ergy disturbance detected! Energy disturbance detected!"**_

It kept repeating those lines, but as Ben's sudden transformation began to finally take hold, the Omnitrix's dial glowed green as Ben was engulfed in the signature emerald green light… Only this time it was massively brighter than usual, and pretty much caused the surrounding environment, save the grave itself, to be blown away in a massive surge of wind.

As the energy illuminated brightly for a moment later, it finally broke apart like a shell of crystal. All of the Ethernano that was gathered inside the area around the grave had been transferred into Ben's body, making him look completely different as his figure was revealed.

As Ben slowly opened his eyes, the first thing he felt was…that everything seemed to be eye opening now, yet uncontrollable. If he were to move even a muscle, something would go out of control.

Looking forward at the grave, his eyes widened as a figure began to appear sitting on the main pedestal. His jaw dropped slightly as he looked at this figure, down at his body, and then back at this… _girl_.

In front of him seemed to be a young girl that had very long, wavy, pastel yellow-blonde hair that reached down to her feet with a small ahoge, which was accompanied by large green eyes with no pupils; peachy skin and a slight child-like build. Wearing a frilly, pink layered robe with a red ribbon tied in a bow around her neck, around the chest part were three blue diamond patterns with two blue triangles above. Each series of these were outlined in a hot pink. She also appeared to be wearing wing-like adornments around her ears, and was barefoot.

 _"…I feel different."_ Was all that Ben could say. _"And… I probably shouldn't move."_

 _"Well, that's natural, given your current state of being."_ The voice, finally revealed to have been belonging to this young girl, replied with an intrigued look. _"You're body seems like it's literally a conduit for magic…no, Ethernano itself."_

 _"But… Why is it that?"_ Ben asked, now interested, albeit a bit scared as well. _"What_ am _I?"_

 _"Well… I'll tell you this. Right now… Your body is currently half physical, as well as…half ethereal. Essentially, your human side is conflicting with your energy being side."_ She revealed, before extending a hand out. _"Take a look for yourself."_

With a flick of her wrist, a magic circle appeared above her palm to summon a mirror. Placing it in front of Ben's face, the Omnitrix wielder nearly fell over from what he saw.

His skin had turned a bit translucent, like his internal structure was consisted of energy, a deep-dark green color variant in itself. His hair turned into a bright green glowing coloration as well, and his eyes turned green with no pupils, just like how his Omnitrix transformations worked. Speaking of the latter, he was now wearing a black bodysuit, over which he wore a short black coat. The Omnitrix was placed on his chest, glowing a myriad of colors, before settling to its default green.

"…Omnitrix. What. Am. I?" Ben asked the device. It seemed to comply with his request as it lit up slowly.

 _ **"…** ** _S_ cans indicated traces of analogous substance in correlation to that of DNA samples. Traces indicate subsequent connections to the Anodite race that were forced to amalgamate with that of host gene structures."**_

"So…essentially, I'm a hybrid between human DNA and Anodite DNA? Where'd I get the Anodite DNA from then…?" Ben asked himself.

 _"Soooo… You mind telling what you are then?"_ The young girl rocked back and forth, waiting for Ben to calm down. _"Because this is driving my curiosity to new levels!"_

 _'Mom and Dad… No, what I am thinking… There's no way they could have alien ancestry. Then who would… Wait, what about…'_ Ben thought to himself. The girl pouted as she watched him walk back and forth.

 **"…Grandpa. That's it!"** His eyes then widened in realization. "Whoever was Grandpa's wife…must've been an Anodite. So that's what the Celestial Spirit King was talking about…"

 _"Oh come on, explain! The suspense is killing me!"_ The girl whined.

Ben then slowly turned to her, with a sudden realization as he blinked.

"I'm a quarter alien!"He chuckled. "Thanks for letting me realize that, you…um…huh. You know, I've never asked for your name. Who are you?"

 _"Well it's about time…"_ The girl rolled her eyes, but nevertheless smiled as she hopped off the grave and landed in front him. _"Try to guess."_

"Er… You were previously unable to be seen by me prior to unlocking my Anodite heritage…yet you said those with the guild insignia could see you. Wait…the guild mark is essentially a magic marker." Ben started to theorize.

 _"Getting warmer."_ The girl smiled.

 _"…Are… Are you a Thought Projection perhaps? You felt real though when you touched me at first? Who…are you then?"_ Ben now asked, requesting an answer as his tracks went to a deadend.

The girl simply giggled however as she leaned against the grave, patting it a few times while dusting off some moss. _"Well, this is supposed to be my grave, isn't it?"_

"Wait… What?" Ben's eyes stared at her as the girl's words echoed in his ears. "That's…supposed to be your grave? Y-You… That means you're—"

 _"You have your answer, young one!"_ The girl then grinned as she placed a hand on the Omnitrix dial. The tap caused him Ben to flash back to his human form, and even then, his jaw was dropped to levels that even Natsu and Gray would be jealous of if they saw him.

 _"But… Wait, you… That wouldn't make any—"_

 _"Allow me to introduce myself, my child."_ The girl then bowed, lifting her dress in accord. _"You may call me a phantom, the echo of a passed era…"_

 **"I am Mavis Vermillion, the first Master of the Fairy Tail guild! It's a pleasure to meet you!"**

* * *

So, what'd ya think?

So, regarding the scenarios for the upcoming chapters, I've been thinking about roughly these lines. Help me with this if these don't make any sense, would ya?

 **1.** Regarding the first initial fights for the Seven Kin vs. Fairy Tail, we can pretty much see how that works out. We have Natsu vs. Zancrow, Evergreen and Elfman vs. Rustyrose, Loki, Lucy, Cana, and Gray vs. Caprico, Ben and Wendy vs. Meredy, so on and so on. Most of these fights will go on as they do in canon, but what are your thoughts? Perhaps due to Lisanna learning some newer Take-Overs, she might stand for a challenge against Azuma? Or perhaps something else?

 **2.** Mavis and Fairy Sphere… A difficult decision, yes. As you all know, I plan to end the Arc with a final confrontation between Ben and Acnologia, Dragon vs. Dragon. Now obviously since this is Ben's first transformation, and given the lore how Dragon Slayer Magic, and those who are not naturally Dragons have difficulty keeping their rationality in check, Acnologia's vast battle experience plus that will guarantee victory against Ognilogia, of course not without Ben getting a few good hits in.

To travel to the Celestial Spirit World, where 28 days would be 7 years worth of time; or being transported into the Omnitrix and having the environment serving like the Hyperbolic Time Chamber, there's a lot of ways the ending can play out for the time skip. Naturally of course, I want Ben and Wendy to stay their age…but it does make me wonder if Meredy should stay young as well. Perhaps Ultear and here can be trapped in Fairy Sphere as a result…hmm.

 **3.** Regarding the Grand Magic Games once again, the idea that Sean Bruce got for getting a short stick and being forced to join a guild can serve as a funny event. It also brings a lot of opportunities for Ben and Wendy's relationship to get a little more… _intimate_ (Insert Lenny Face) perhaps. Sherria… I might make her a girl that likes younger guys…not exactly shotacon, is it? I mean, she's only 15 as well.

Soooo… Lemme know what you guys think? Give me some more ideas, since I've freshly written a chapter, your thoughts will be better engrained in my memory for future writing. So, with that all said and done, I'll see you all later! I hope you all enjoyed this! I made this an…introduction to a series of battles, so look forward for more fighting and introductions in the next chapter. Please R&R, and have a good rest of your day!


	52. Tenrou Showdown (Tenrou Island V)

Hellooooooo…! Happy New Year's Eve!

Been quite a sticky kick that I've been in, with the holidays coming around, moving around in places with no internet, and a whole bunch of other stuff that you guys probably have no care for listening to!

So, onto the actual story!

Welcome back to the Null Fairy! The fifth part of the Tenrou Island Arc! Let's get to catching up with the news and reviews, shall we?

 **1.** Yes. I do plan on making the fight between Lisanna and Mirajane against Azuma a bit more interesting. I can't have one of my favorite characters going down so easily when I've given a whole new category of Take-Overs! Speaking of which, there's gonna be some new forms for her in the upcoming chapters, so stay tune for costumed versions of the aliens!

 **2.** I'm still considering having Meredy and Ultear sticking with the Tenrou Island group while the Fairy Sphere spell goes on. If you recall in canon, it was due to them being outside the radius of Mavis' magic that allowed them to eventually create Crime Sorcière, as well as their assistance in the battle against the Dragons in the GMG Arc and the war against the Alvarez Empire. What do you all think?

 **3.** I generally don't mind about harems… But I really see too many of them in all kinds of media, and it really doesn't play well in regard that the supposed love triangle is between children. I'd say that I want to keep the relation to that of Ben and Wendy, as that was the main plan I had when I was originally making this story as a whole.

 _HOWEVER… IF IT THE NEED TO MAKE SUCH A THING REALLY IS REALLY THAT OF A GOOD THING THAT YOU GUYS WANT TO READ… I may consider making some… **"AU's"** of the Null Fairy. With…yes, a harem. Probably with Ben, Wendy, Sherria, and Meredy after the actual Arc comes into play. You guys… Holy Mavis. _

**4.** Regarding the fight with Ben and Acnologia, a suggestion from Sb2282490 did recommend that it would go similarly to that of the Igneel and Acnologia battle. However, seeing as though Ben has access to a full-powered Dragon form as compared to the weakened Igneel, I'd say that the fight will be slightly fairer… With Acnologia winning of course.

 **5.** Ah… I feel silly when I type in the wrong names for characters. Purehito is obviously Precht, but I just follow the subtitles placed within the anime itself, so I kind of typed the names as they were. Worry not, I'll fix them. Actually, I've been thinking of fixing up all of the previous chapters for this story. Adding a little more to them **(some of them are only four thousand words, good gosh)** , adjusting them to the current formatting that I'm currently using, the latter and stuff. It'll probably take a while… And it'll be cringing to read the stuff I've wrote down before, but it shall happen!

Also, regarding stories that take inspiration from my own. I really don't mind, as long as you don't take my ideas for yourselves, or the typical stuff that you guys shouldn't do, **someone should explain to me the rights I have probably...** I've already seen some attempts on using my various Bens in crossovers, and they're alright. Just make sure to credit me for stuff I suppose.

 **6.** And yes. Regarding on how the seven years will play out for the group, it's really a decision to placing them within the Celestial Spirit World, or in the Omnitrix itself. The CSW's time configuration can make for time skipping easy, and even the Omnitrix itself can be tweaked with a careful bit of writing. Wait… What if I transported them into the Omnitrix, but the device is _in_ the Celestial Spirit World? Huh… That's an interesting thought. They can explore the vast amount of alien planets, yet still be unaware of the time effect...

 **7.** An **Akame ga Kill** story… I REALLY WANT TO. Though the question is… What kind of Ben should I make it? Will he have the Master Control? How will the killing of people affect him? Will he be with the Revolutionary Army, or the Empire? So many things to think about… But can I even do so?

Anyhow, enough said and done, get to reading, everyone! As usual, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading to you all! Thanks for waiting, as well as nearly 1,700 reviews, over 700 Follows and Favorites, and nearly 400,000 views!

* * *

 **Chapter 52:** _Tenrou Showdown_ (Tenrou Island 5)

 **…**

"…What _was_ that?" Loki looked around his shoulder. "It felt like a wave of magic just blew up all of a sudden!"

"I don't know… But it kind of felt familiar." Lucy said. "Strange…"

"…CAN WE FOCUS ON THE ENEMY IN FRONT OF US?!" Cana barked as she drew out some cards. "We've still got this goat guy to beat!"

"What she said!" Gray growled as Caprico dodged another one of his ice attacks. "Damn it all! Why can't I hit him?!"

 _"You are too weak to fight meh!"_ Said Kin responded as he kicked him in the chest.

The surge of energy that resulted from the transformation from Ben was felt throughout the entire island. While it wasn't exactly identifiable by most standards, most of the people on Tenrou Island could feel an anomaly of Ethernano being drained and spread around the perimeter of the area for a short spurt of time.

Even on the edge of the island, Natsu felt that wave for a little bit as his fight with Zancrow started. Speaking of which…

 _ **"** ** _Fire_ Dragon's Iron Fist!" **_ Natsu growled as he aimed a flamed fist at Zancrow, though the latter dodged it with swift timing.

The two were in the middle of a fist fight; an exchange of flame enhanced punches and kicks between the two of them as the Exceed trio watched over from the sidelines. Natsu's blows weren't connecting however, while Zancrow's were.

After dodging a spin kick from the pink head, Zancrow grinned as he lowered his body, and then rose up to deliver a solid Fire God enhanced fist to Natsu's face, blasting him into the air.

"You're wide open, Dragon! You move around too much!" He cackled as Natsu landed a few meters back. "Is that _really_ all the power you need to hunt Dragons? Give me a serious fight!"

"Pssh…! You're a real pest, aren't ya? Well, at least you've finally got my body all warmed up compared to those other guild members of yours!" Natsu gave a snarky grin in response as he wiped off from smut from his cheek. "Fine, let's go!"

"Natsu…" Carla looked over.

"Don't you worry… This isn't a problem for Natsu. After all, he hates to lose!" Happy reassured her.

"But his attacks aren't doing squat to him. Who is that person?" She asked however.

"He said that he was a _God Slayer_ , if I recall…" Lily answered. "Are there individuals like these all around Earthland?"

"Oh, kitty cat!" Zancrow glanced over. "I'll answer that for ya!"

"Oh please…" Natsu grumbled with a pissed grin.

"I'm one of Grimoire Heart's Seven Kin of Purgatory! Call me Zancrow; I'm the **Flame God Slayer**!" He properly introduced himself.

"Then you can call me one of Fairy Tail's Dragons! They call me Natsu; the **Fire Dragon Slayer**!" The pink head said in return.

"Kek! I knew that already! Your reckless endeavors are infamous even in the Balaam Alliance!" Zancrow chuckled, which made Natsu flinch.

"Wha…?! Reckless?" He uttered in comical surprise.

Lily however was unfamiliar with the term. "The Balaam Alliance? What is that?"

"Aye! They're a circle composed of some of the most powerful Dark Guilds." Happy answered first.

"It's led by the top three of them: **Oración Seis** , **Tartaros** , and the one we're currently facing; **Grimoire Heart**." Carla answered lastly.

"Yep. Natsu and the rest of the allied Guilds took part in a successful mission to take down Oración Seis, but it's kind of hard to believe that the seeming strongest one of the three suddenly approached here on the island…" Happy further went on.

"Oh… I see." Lily nodded.

"Tell me about it. Destroying Lullaby, intercepting the resurrection of Deliora…and even scraping the R-System and Nirvana. Jellal. Master Zero, right? Well, ya beat those nobodies and you think you're suddenly some hot stuff, eh?" Zancrow taunted. "Ooooh boy…"

"Oh, whatcha want to say about that…?" Natsu clenched a fist.

 _"The widdle widdle Dwagon Swayer gots a big ol' head!"_ Zancrow said in a mocking tone. "Ever heard of… _overconfidence_ , my good man?"

"…Ha. _This son of a bitch…!_ " Natsu chuckled darkly as he cracked his knuckles. "God Slayer my _ass_!"

"Oh?" The blond smiled as Natsu dashed at him with flamed fists.

"So, were you taught by a God then?!" He growled.

Exchanging another flurry of punches, the two then flew off from one another after exchanging a pair of roundhouse kicks.

"Well… If you were to call Master Hades a God, then I suppose you could say that! I _did_ receive this Lost Magic from one!" Zancrow answered with a shrug.

"Eeeeh? Then all that happened is that you got that Magic from a human then, buddy." Natsu rose an eyebrow, radiating his magic in the form of flames a second later. _"While_ _ **I**_ _on the other hand was actually taught by a real Dragon!_ _ **Dragon Slayer Magic**_ _!"_

"Speaking of which…! Dragons? Ya means _those_ things? The ones that fly and have little spiky things all around them? Kinda like this thing's cousin?" Zancrow asked humorously as he spotted and picked up a juvenile Rollidillo.

 _"Igneel ain't a gecko, ya dumbass!"_ Natsu retorted as he jumped up.

Aiming for an axe kick, Zancrow quickly responded by lighting his body in flames, repelling him back in response. Natsu quickly recovers however as he lands on his hands and back flips behind him with the others in his line of fire.

"Oi, you guys! Back away from here!" Natsu ordered as he began to charge his flames.

Zancrow gave him a look of intrigue as he took a stance and began to charge his own flames in his palms. "Oooh! Alright then, bring it! Show me your finishing move!"

 _"A-Aye! Let's move!"_ Happy encouraged everyone to move.

Transferring the flames around his body into his hands, Natsu conformed his magic into his palms. _"I got flames in my right hand, and flames in my left…!"_

 _"If you burn down the west, and burn down the east…!"_ Zancrow chanted.

 _"When you combine the flames together…"_

 _"When the burning collisions come as one…"_

 _ **"** ** _F_ ire Dragon's…!"**_

 _ **"** ** _Fi_ re God's…!"**_

"RUN!" Happy yelled as he activated his Aero and began to carry Lily and Carla.

 _ **"** ** _Br_ illiant Flame!"**_

 _ **"** ** _K_ agutsuchi!"**_

With the completion of their chants, both Natsu and Zancrow released devastating spheres of flame at each other, and in a split second, the two spells began to collide against one another. The heat generated between those two fire spells blew even towards the cats as they hovered meters away.

"S-Such incredible heat!" Lily couldn't help but stutter.

"The power of a Dragon and God are colliding against each other…" Carla commentated.

 _"Hnnnrghh…!"_ Natsu grunted.

 _"Kehehehe…!"_ Zancrow seemed to be putting some effort as well, but it looked like he had begun to take the fight as his magic began to push against Natsu's.

Skidding back ever so slightly, Natsu gritted his teeth as he struggled to push back against Zancrow's Kagutsuchi, but eventually the power between the two were too great, and the blond exerted one final spurt of magic that blew apart the Brilliant Flame and Natsu together.

"Oh no!" Happy cringed.

"Natsu-dono!" Lily yelled in worry.

"He got pushed back?!" Carla exclaimed in shock.

"Hey!" Zancrow grinned as he turned to them. "You kitties are making quite the racket!"

"Ah, crapbaskets!" Happy cursed as the blond casted a blast of flames towards them. _"We're going down!"_

Taking the blast fully, the trio yelped as they landed back down on the island. Zancrow chuckles as Natsu begins to get up from their previous clash. "Ha! Too weak, I tell ya!"

 _'Shoot…! It's incredible that he can withstand the power of a Dragon Slayer wizard the same as Gajeel… Is this the power of Lost Magic?'_ Lily wondered.

"You little crapper…!" Natsu growled as he got up, breathing in for his next attack. "How about this?!"

 _ **"** ** _Fir_ e Dragon's Roar!" **_As he released his Roar, Zancrow however simply stood in the way, just like Ben did when the two fought against one another.

 _"…Hey, did you know? It was the Gods who gave man intelligence, who gave man fire. It wasn't people or Dragons that gave birth to fire…"_

 **"It was the Gods!"** He muttered as he let the attack hit him full blast.

A giant explosion followed upon the Roar's descent to Zancrow… Or so it seemed. Just like Natsu, Zancrow himself began to slurp up the flames of Natsu's Roar like an evening snack.

"What?! Oh, _bullshit_ man!" Natsu swore. "Tell me this ain't happening…!"

 _"…*Burp*!"_ Zancrow gave a sigh of joy as he licked his lips. _"'Cuse me."_

"…My word." Carla blinked. "He ate Natsu's flames!"

"Woah! Your flames tasted quite good!" Zancrow smiled as he patted his belly. "Those rampaging flames that consume everything in their path… But even if they have the power to kill a Dragon, it ain't gonna do squat to kill a God!"

As he stretched, Zancrow then gave out a dark chuckle as a black magic circle appeared in front of his face…a very familiar sense of attack was coming into Natsu's mind immediately as he did so.

"Now then… Let me show the power of Grimoire Heart's magic!" Zancrow proposed as he began to mimic Natsu's previous actions.

"…Uh-oh." Natsu uttered, taking a step back.

 _ **"** ** _Fir_ e God's… Bellow!"**_

Blasting out an absolutely massive fireball of flames, it completely demolished the cliff side the four were on within mere moments of exploding in front of their faces.

The explosion resulting the attack managed to blast Natsu off the cliff, sending him flying down into the forestry underneath. As the cats and Dragon Slayer fell into the greenery, Zancrow grinbed as he overlooked the end result of his work.

"Ha! Nothing like taking a good blast of fire out! Got rid of a pesky lizard as well, so that's a bonus!" He laughed. "But…time to go clean the mess I made… Pretty sure he isn't dead _just_ yet."

* * *

 **…**

"…I'm sensing something around here…" Mira alerted Lisanna as the two finished off their share of lower Grimoire Heart members. "…Come on out!"

 _"…And once again, I've been found."_ A familiar voice sighed as he exited from a nearby tree, revealing it to be none other than Azuma. "And it looks like I drew the short straw again in this situation."

"Short straw?" Mira glared at him as she and Lisanna took a fighting stance.

"What's that supposed to mean?" Lisanna asked.

"Hmm… I suppose I should recall my previous experience… I believe it was _"first it was cats and children"_. And now… I'm facing women." Azuma explained. "I had hoped to fight some tougher opponents…"

"Cats and children…? Wait, those are…" Mira's eyes widened.

"Wendy and Happy!" Lisanna also realized.

"Oh. Perhaps it would be better had I not said anything, since you two will also be defeated here, by me." Azuma declared as he aimed a palm at the sisters.

Sending off a Bleve, before the spell could ignite, the Strauss siblings leaped back before they could get caught. Lisanna sweats a little as she observes the destruction caused by Azuma's attack.

"That's a lot of power coming his magic…" She noted.

"Lisanna, are you okay?" Mira asked.

"Yeah! Same, Mira-nee?" The other sister yelled back.

"We better watch out. This man is a powerful opponent." Mira warned.

"I know. That's why I won't hold back!" Lisanna promised as she leaped into the air. _**"Partial Take-Over: Harpy!"**_

Morphing her arms and lower legs into avian-like parts, Lisanna dived down towards Azuma with her claws out. However, it proved to be useless as the latter stopped her motion by catching one of her toes with just a hand, though the use of Take Over magic interested Azuma a bit.

"Oh? Take-Over? So, you can use some interesting Magic." Azuma admitted.

"That's not all though!" Lisanna smirked as her entire body began to shine and grow in size. _**"Take-Over: Penguin!"**_

Expanding into a giant penguin in an instant, the difference in mass forced Azuma back, which surprised Mira greatly as she watched the Kin jump back in retaliation.

 _'Lisanna can chain her Take Overs in an instant now? Since when could she do such high-level techniques?'_ She wondered.

 _ **"** ** _B_ leve!" **_Quickly recovering, Azuma swiped his fingers around the transformed Lisanna, who began to shine again as the spell exploded.

" _ **Take-Over: Rabbit!"**_ Bouncing high into the air as a giant purple rabbit to avoid the blasts, Lisanna then glowed once more. _**"Take-Over: Werecat!"**_

Lisanna quickly dived down at Azuma as a Werecat. In this form, she was mostly humanoid, with her white hair growing down to her shoulders and some amount of striped skin concentrated around her forearms and feline-like pads on the surface of their palms and sharp claws at her finger tips. Wearing a dark blue jumpsuit, she also sported feline ears, nose, whiskers, a blue choker, and a long tail.

Clawing at him right as she landed, Azuma's eyes tracked left and right as he began to dodge Lisanna's barrage of swipes.

"…Up. Up. Down. Down. Left. Right. Left. Right. Base. Arm. Side…" He whispered the attack patterns at spots that Lisanna tried to aim for as he dodged. "Aaaaand… _**Bleve**_ _._ "

Mira watched with horror as the tanned man blasted back Lisanna with a well-timed Bleve to the face after moving out of the way from her last swipe. She heard her sister utter a feline-like scowl as she flew back, however she didn't appear to had suffer much damage as she landed on her hands and back flipped back to her.

"Tsk… Pesky explosions." The transformed Lisanna hissed.

"Lisanna, wait—"

"—Mira-nee! Stand behind me!" Before Mira could first finish her sentence, the younger Strauss swiped a paw in front of her. "This one's tough!"

"So, your fighting capabilities are higher than I expected." Azuma admitted. "Hm… Then perhaps I shall now teach you the differences in the levels between you and I."

"What do you mean by th—"

 _"—GET DOWN!"_ Lisanna barked as she grabbed her by the waist.

Leaping back, Azuma casted an enormous Bleve, destroying the area in front of him by a couple of meters. Lisanna's instincts managed to save the duo even as the blast blew them back. Before they landed, the white-haired mage managed to bounce off a tree to reduce the momentum of Azuma's attack, rolling as she hit the floor to stop all motion afterwards.

"This guy…" She looked on.

"…Oh? I'll commend you for that. However, spirit and attitude alone do not make for a me a worthy opponent, I'll have you know." The explosive user said in response.

"Of course. Battles are fought at the risk of one's life, correct?" Lisanna smirked as she canceled out her Take-Over.

"Yes." Azuma returned the gesture. "Don't you think they should stir one's heart? The thrill of battle gleaming between two fighters?"

"I'd agree with that… But even with a seemingly difference in power, you have to understand that all we're doing right now is protecting the home that we'd like to return to." The white-haired teen answered as she stood up.

"Then I suppose that in turn is your faith, or belief perhaps… But I'm afraid that will only serve to—"

Before he could finish though, Azuma suddenly felt a rise in magic power and sensed a body behind him. Eyes widening slightly as he placed a protective guard on his right side, he cleanly guarded a sucker punch from Mira, who somehow managed to blast behind him in an instant.

"Mira-nee?!" Lisanna looked at her sister in surprise. "What was that?"

"Go, I'll keep him busy." Mira ordered. "You go and search for everyone else."

"What? No, I can't do that!" Her sister argued. "Not against this foe!"

While the two were bickering against one another, Azuma took the time to look at the older Strauss sibling in question. _'What was that just now? This woman, who've I barely sensed a thread of magic power from… For a moment, I felt an incredible amount of pressure from her.'_

"Instead of that, let's fight together!" Lisanna then proposed. "If we combine our powers and attack together, we're sure to win!"

That made Mira smile. "Oh you… You're the same as you were back then."

"…Then I suppose there's no need for me to hold back anymore then?" Azuma asked. Mira merely growls a little as she begins to let her magic flow, which actually made Lisanna shiver a bit.

 _"Oh yes… You'll pay for underestimating the power of our Guild… Our family!"_ The elder Strauss answered as she began to crack her knuckles.

 _'…Huh, so the Mira-nee in Earthland is starting to come back to being her usual self?'_ Lisanna chuckled inwardly. _'…I guess I have to thank the Ben from this world for that!'_

* * *

 **…**

 _"Ow!"_ Natsu's _groans of increasing discomfort_ could be heard as he continued to collide into several of the large trees that he smashed and bounced off of. _"Ooof!"_

" _Ugh…_ That piece of shit…" When he finally landed on solid ground a few seconds later, his entire body felt a little sore as he rubbed some of the bruises from his earlier encounter with Zancrow.

Looking around as he got up, he sighed a little as he began to wander around while lamenting. "Sheesh, that just happened. It's been a while since I've actually felt fire that was _"hot"_ , for crying out loud…"

It was then that he noticed his surroundings though.

"Wait, where in the heck am I?" He asked out loud. "And… _*Sniff*_ What's this smell? It feels really—Wait…"

As he continued to sniff the air, he recognized this scent, and it only made his expression drop as he began to run towards the direction of it. Carrying his damaged body closer to where it originated from, after a minute or so, after coming out into what seemed to be the sight of a recent battle was Makarov. He was badly hurt and laid down in a small crater, wearing his Guild Master outfit as well.

"…Gramps? _Gramps!_ " He yelled out as soon as he saw the old man, though he was devastated by how he looked. "H-Hey… No way…"

 _"Gramps, you alright?!"_ Running at him, he tripped right as he reached the laid down master of Fairy Tail, though all of his bantering seemed to had awoken the pained individual as his eyes began to twitch.

 _"Nat…su…?"_ He uttered in discomfort as he heard him get up close to him.

 _"G-Gramps! Damn, you're hurt pretty bad… Hold on, I'll take you to Wendy… But wait, maybe moving ya might be a little dangerous—AND WHERE IN THE FUCK AM I ANYWAYS?!"_

 _"Natsu…"_ Makarov called out.

"Gramps, stay still! Who did this to you?" Natsu asked, but to no avail as the old man ignored his question.

 _"…Listen well."_ He said slowly as he opened his left eye.

 _ **"** ** _This_ is a battle… We will surely…lose."**_

"…?! W-What are you talkin' about, Gramps?! You ain't thinking straight!" Natsu barked around in a fit.

 _"…Who gave you those wounds of yours?"_ The old man asked as he observed the damage Natsu got from Zancrow.

"W-What, this? This ain't nothing! Next time, I'm totally gonna win!" The pink head answered irrationally, which only made Makarov sigh in return.

 _"Oh, for the love Mavis… Natsu, please. Take everyone, and get out of here!"_ He urged his beloved guild member.

After seeing the desperate look on his face again, Natsu's goofy exterior vanished, and his true look underneath began to show as he also sighed. Slapping his fist into the ground, Makarov could see his arm shaking.

 _"Don't… Don't say that. What about the S-Class Exam? You're Fairy Tail's Master, aren't you, Gramps? Don't say we can't win!"_ He growled.

 _"Sometimes… The only option… Is to retreat."_ Makarov slowly answered.

' _R…Retreat…'_ Thinking of what happened prior to this, as he got flashbacks of the battle against Zancrow, Natsu's body began to twitch in fear; in fear of not only how badly he was beaten by a fellow Fire Magic user…but something else.

"I… I—"

 ** _"HELLOOOOOOOOOO!"_**

With the flash of black flames interrupting his words, Natsu and Makarov looked over to see a zip of black and yellow crash down to the ground in front of them, causing the floor to tremble slightly. With the clearing of dust and smoke, a familiar tone of laughing was heard from the center as Zancrow revealed himself.

"Y-You… Why you little…!" Natsu growled.

"Yo! Ah, Master Makarov! Got beat up by Master Hades?" He asked with a smirk.

"…Master Hades?" Natsu mumbled as he stood up.

 _"…Get away, Natsu. He's too much for you."_ Makarov warned.

Natsu glanced back at the old man, and then at Zancrow. The red eyes of his opponent triggered recent memories as he balled his fist, shaking eerily once again. _"Well… E-Even if I'm no match…"_

Makarov then noticed this little thing going on, which surprised him a little despite all the injuries paining his body. The pink head was even sweating a lot; his eyes contracted and showing the very emotion that Makarov never thought he'd ever see from the Dragon Slayer.

 _'Fear?! Natsu… He's actually afraid? Him, of all people?'_ He thought.

Zancrow seemed to notice his twitching as well. "Oh? What's wrong, Dragon Slayer? Your whole body's gone under a cold sweat!"

 _'Yeah… I know.'_ Natsu narrowed his eyes as he breathed in. _'But… It's like what Gildarts said.'_

As discussed from before, out of the three S-Class mages that the applicants had to fight, Natsu unfortunately had to have the pleasure of duking it down with Gildarts: Fairy Tail's strongest member. Many people noticed that when he was amongst the crowd for the second round of the exam's gathering, he showed an unexpecting aspect. He was actually silent for the time being, as if he were taking in something that just happened to him and recalling it.

This very moment was when those thoughts came back to Natsu. Though many were shocked to find out that Natsu had somehow gotten pass Gildarts and managed to pass through; in truth, that actually didn't happen.

Natsu _did_ fail to defeat Gildarts…yet he managed to pass, and with a very important lesson given to him by his idol.

 _ **'** ** _Fe_ ar is not evil… It in fact tells you what your weaknesses are.'**_

Looking at his shaking arms, Natsu began to feel the fear that was currently going through his body was not the same kind as he had during his encounter with Gildarts. No, this wasn't even close to that; it was completely different.

"So… This…is _fear_." He thought out loud.

 _"…Natsu."_ Makarov looked from below.

Zancrow however simply gave the pink head a look, before cackling as usual. "Haha! Yes, that's it! That's what you've got! You have _fear_ running all over you!"

"When faced with an absolute power, people have no choice but to stop and cower in fear because of it!" He went on.

 _"Enough… Natsu, please, escape…!"_ Makarov begged.

Zancrow's cackling continued on as he watched Natsu's body continued to shake, but it wasn't long until it stopped. The Dragon Slayer simply growled then as he began to cover his body in flames, glaring at the blond in front of him with livid eyes.

 _"No… That's not the type of fear I was going about, pal."_ He argued back.

Clenching his fists, he breathed in. _"Indeed. It's true that what I'm currently experiencing is fear. But the one that Gildarts told me about is completely different than what I'm feeling."_

"…Huh?" Zancrow blinked.

" _Gildarts…?"_ Makarov questioned. _'What does he have to do with this?'_

 _"This shaking is me bein' afraid… That the guy who gave Gramps the wounds he has right now is someone other than me!"_ He explained.

"Alright, then what're trying to say?" The fire blond asked as he grinned again.

 _"Master Hades… I'll be the one to crush him. He_ _ **will**_ _be defeated by these hands; MY hands! He thinks he'll get away scot free?! I'll never forgive that! I'll smash his ass into the floor!"_

…

…

 _"Beat Master Hades?"_

Zancrow's infamous grin turned into a frown immediately as he said that. The two Fire users bashed each other's foreheads as Zancrow himself began to douse himself in flames, his expression now becoming a stern look as the two glared off at one another.

 _"That's so funny that even_ I'm _not laughing…"_ He growled.

 _"HRAAH!"_ Roaring, Natsu leaned back as he balled his fists together, landing a double axe handle on Zancrow's head, and quickly adding a hard left to send him skidding on his heels.

"I told ya, your attacks don't even hurt!" The blond cackles back.

As he plants his feet firmly back on the ground, Zancrow began to hear Natsu hopping through the trees while being doused in flames. As he zipped back and forth and flew above him, the Dragon Slayer growled loudly as he attempted to strike him with a flame enhanced roundhouse kick.

 _ **"** ** _Fi_ re Dragon's Talons!" **_He yelled as Zancrow blocked the kick with a left arm covered in flames.

' _Black flames?'_ Makarov observed. _'He's a Fire Magic user as well? I've never seen such a color…!'_

Zancrow grins as he pushed him off, igniting his palm as he rocked his hand back. "Like I've said; there's a difference between the flames of a Dragon and the flames of a God!"

 _ **"** ** _Fir_ e God's Fajin!" **_Placing his right arm back, a magic circle appeared in his right palm as he bashed it into Natsu's chest, blasting him backwards with an explosive push.

Hearing his wail of pain, Zancrow grinned as he began to cast his next attack. Swirling his arms in a circular motion, once his flames began to conduct themselves into a full circle, he brought them together into his palms, molding the flames into a giant scythe made of black fire.

 _"The flames of a God do not burn… They are wrath incarnate, destroying all before them!"_

 _ **"** ** _F_ ire God's Scythe!"**_

Curving his hips as he gripped his weapon, he grinned savagely as he swung it in Natsu's direction, slicing apart the gigantic trees behind off their trunks in a wide while continuing his signature cackling.

 _'A fire scythe?! That's fucking cool! Wait, what am I doing complimenting this jerk for?!'_ Natsu groaned to himself.

As he was forced back again, Natsu noted the positioning of the cut-up trees behind him. As he landed on one, he briefly touched it, before using it as a jump pad to leap between them. As he then spotted one of the trunks that was nearly on top of Zancrow, he gritted his teeth as he lit his fist and gave it a good punch.

The flame enhanced punch was successful in propelling the already descending trunk down onto Zancrow, who hummed as it drew close. As it was about to land however, Zancrow grinned as he lit up his right arm and his feet. While Natsu thought the attack had done the blond in as he landed firmly on the log, Zancrow in fact began to dig through the tree, erupting out of it by using his flames to jet him out as he socked Natsu in the gut with an uppercut.

"Ho ho! How's that, Dragon?" He asked deviously as his attack made the Dragon Slayer hack a few strands of saliva out of his mouth.

Zancrow took a few seconds to land back on the floor, a few meters in front of Makarov in fact. While Natsu was still busying clenching his stomach, the blond saw this as an opportunity as his hands began to become engulfed in flames once more.

"And here's another fact! The flames of a God also like to devour the likes of wizards as well!" Zancrow notified as the fire on his hands expanded out into jaw-shaped figures.

Bringing his arms together, his flames acted as though they were a mouth; chomping together a few times before consuming Natsu into a sphere of black fire.

 _ **"** ** _F_ ire God's Supper!"**_

Grasping his hands together as his fire engulfed Natsu, he could hear the pink haired mage screaming out in pain as he was captured.

"How'd you like that? Once your caught inside of this attack, these flames will eat at you until only your ashes remain!" Zancrow grinned.

 _"N-NATSU…!"_ Makarov reached out helplessly towards Natsu as he managed to gain the strength to turn over onto his belly.

 _"GRRRRR…! Then… I'll just have to eat these flames then!"_ Natsu retaliated.

"Oh, please… You already tried that once, and that didn't work out so well for you!" Zancrow argued back. "Dragons aren't strong enough to devour the flames of a God, I told you that already!"

And to the blond's expectations, even as Natsu tried to suck up the black flames inflicting a constant source of damage on him, the moment they entered his throat he immediately began to cough them out. The flames were merely choking him as he tried to absorb them into his body.

Clenching his throat, to Natsu, it was like trying to drink hot oil or a hard dose of liquor. A burning sensation invaded his mouth as he suffered the consequences of trying to get Zancrow's flames to work in his favor, which only made the blond cackle once more.

"See?! I keep telling and telling, but you don't listen! Now, why don't you go and— _Ugh!_ What the—" Looking down on his lower body, the first thing he saw was a giant hand grasping onto him and beginning to squeeze tightly.

 _ **"** ** _G_ iant?" **_He uttered with a mild sense of surprise.

 _"Gramps?!"_ The prisoner in the fire yelled as well.

Natsu also seemed to had heard Zancrow's response as he opened an eye in his fiery prison. Looking behind him, Makarov had stretched his right arm, gripping onto Zancrow with an iron hold as he tried to squeeze him with sheer force.

 _"No more of this… JUST TRY HURTING THAT BOY ANY MORE IN FRONT OF ME! IF YOU DO SO, I WILL CRUSH YOUR BONES UNTIL THEY'RE ALL PIECES!"_ He roared as he made Zancrow wail with a tighter squeeze.

The red eyed mage yelled in response as he lit his body, and in turn Makarov's hand, in flames. _"GAAAH! O-Oh yeah?! I see you've got enough strength in ya! Fine, then how about this, Makarov?!"_

 _"Uuuurgh…!"_ The Giant grumbled as this newfound pain started to surround his arm.

"Come on, let go! Otherwise that arm of yours is gonna be crisp and eventually gone!" Zancrow threatened.

The pain was indeed growing worse by the second. If one were to look right at Makarov, they would see that his forehead was literally pouring out sweat. However, even if the fact that his hand was burning away, instead of letting go…Makarov only proceeded to go through it.

Growling loudly, he tried to ignore the pain as he sent more magic into his arm, tightening his hold on Zancrow even further. The blond gasped in return, glancing back at him in shock.

" _What?! Y-You're squeezing even harder than before?!"_ He croaked in between grunts of growing discomfort.

 _ **"** ** _YO_ U'LL HAVE TO KILL ME IN ORDER FOR THIS HAND OF MINE TO LET GO!" **_Makarov screeched. _**"JUST TRY ME, PUNK!"**_

 _"STOP IT, GRAMPS!"_ Natsu pleaded from with the Supper.

 _"OWW…! Why you little…!"_ Zancrow growled in annoyance.

 _"GRAMPS, LET GO, PLEASE!"_ Natsu begged Makarov.

 _ **" _D_ on't underestimate the power of… FAMILY!"**_

 _"Gramps…!"_ Natsu shook as he heard his Guild Master roar out those words.

He looked down on the conflict going in front of him. Zancrow was clearly in pain as was he, but Makarov was probably going through worse. His hand that was being burned by the black flames was even starting to change color a little, which only proved to make Natsu even more worried.

What could he do? If Makarov didn't let go like Zancrow said, his hand would be burned to crisps, and would eventually be gone entirely. He couldn't break out of the Supper through anything physical, and his flames can't hope to match the intensity of Zancrow's flames.

What _was_ there to do?! There was no way to eat those black flames of his normally, so what was preventing him from doing so? Was it the fact that his flames were rejecting his, or…

…Wait.

…That was it.

That _could_ work…

Natsu gave this idea of his a hard thought. It sounded crazy…but crazy enough to work. And at this rate, there really wasn't anything to lose… So hell, he decided and went to give it a try.

Clenching his fists and gritting his teeth, Natsu yelled loudly as he began to muster the remainder of his magic power. The flames of Zancrow covered what was happening inside the sphere, so the blond could only grin at this predicament the three were facing.

 _"K-Kek… Will it be the Dragon hunter, Makarov, or me?! I wonder which one of us will kick the bucket first!"_ He wondered as he struggled to breathe.

Makarov could sense Natsu's power being brought out. After a few more seconds…as well as some more ear screeching screams, he could slowly feel it growing smaller and smaller, until all of it was erased a couple of seconds later on.

Makarov… He felt nothing from within the Supper. Absolutely nothing from the Dragon Slayer.

 _"…Natsu's magic power… It's vanished!"_ He murmured.

Zancrow took this seemingly to heart, letting out the wildest cackle he did yet. _"HA! SO, THE DRAGON HUNTER BITES THE DUST FIRST!"_

Or so it seemed… Zancrow and Makarov waited to see if anything was going to happen, and to both their shocks, they heard a small chomp coming from the middle of Zancrow's Supper.

 _ **"** ** _H_ uh?!" **_Both men looked over.

The sounds of chomping and slurping grew louder, and Zancrow began to notice that his sphere of fire keeping Natsu imprisoned was getting smaller by the second. Even more so, Natsu's silhouette began to show that his mouth was opened…and that his flames were starting to be devoured.

The two watched as Natsu began to completely absorb Zancrow's flames into his own body as his feet touched the ground. It was a complete shock to the latter as Makarov reacted similarly as well, but for a different reason.

 _"N-No way! How is he eating the flames of a God?!"_ The blond demanded an answer.

Makarov in turn knew the answer, but was more impressed and shocked by seeing Natsu actually performing the feat.

 _'…He emptied his magic power completely for a moment… That left the vessel of magic in his body to be exposed to the new flames that he couldn't eat before! The boy created a new vessel to allow different flames to be eaten!'_ He explained while his eyes contracted immensely.

After gulping down the rest of Zancrow's Supper, Natsu grinned as he wiped his mouth. As he absorbed the flames, Zancrow and Makarov noticed for a moment that his eyes glowed red for a moment as his face was obscured by a dark shadow; the typical trait of Dragon Slayers when they began to power up.

Natsu's body then flickered into a mixture of black and red flames; a unison between the absorbed God Flames and Dragon Flames in his body.

 _"I see… So, there really is a trick to eating some other kinds of flames."_ He simply said.

 _'Tri… Trick?! That was more than just a mere trick! That kind of battle plan…'_ Makarov was shocked to hear him say that. _'Emptying your own magic power while in the midst of your enemy's…'_

 _'You… Youuu…!'_

 _ **"** ** _Y_ OU COMPLETE FOOL! ARE YA TRYIN' TO KILL YA SELF?!"**_

Humorously enough, once the threat of Natsu being burnt to crisp was gone, Makarov swung Zancrow into the air him a childish fit of anger. Zancrow himself didn't seem to mind though, in fact, he was completely amused by the fact…as well as astounded to say the least.

 _"…I have no plan on dying. Not here, nor anytime in the future. No one's gonna die on my watch. We're all going home, to Fairy Tail."_ Natsu gently answered, before growling loudly.

Gathering God Flames in his left hand and Dragon Flames in his right, he proceeded to jump in the air, right in front of Zancrow as the flames on both ends grew larger.

 _"He ate…ma flames… Holy shit…!"_ Zancrow chuckled in a silly manner.

 _"Join together, the flames of a God, and the flames of a Dragon! Burn from the west, and gather from east!"_

 _ **"** ** _D_ RAGON GOD'S BRILLIANT FLAME!"**_

The moment the Natsu's flame enhanced hands were brought together, a gigantic explosion was generated as the two flames mixed together. The attack was so devastating that it destroyed the surrounding area and blew its target a considerable distance away from Natsu.

Zancrow himself was launched far, far away, burrowing against the island stone for a while until he slammed back first into a giant stone wall. His entire body reveled in agony as he laid on the floor…though unfortunately, he was not out cold.

"This… Wannabe Dragon Hunter…beat me?" The blond growled as he struggled to sit up.

Makarov sighed, but smiled in return. _'This foolish boy… Emptying his magic power to allow a new type to be absorbed by him. I'll have to give him a good scolding later on.'_

Natsu exhaled softly as he landed. Looking down on his lands, he clenched them as this new feeling drilled itself into his core. As he closed his eyes once, he looked onwards.

"…Gramps. When we get the chance… Let's fight." He proposed.

"…Natsu?" Makarov was confused by what he was trying to say.

"…I know there's times when falling back is the best way to go. That's what Gildarts taught me during the first trial… However, this isn't one of those times." Natsu explained.

"These bastards dared to choose Fairy Tail as their enemy… So we all have to make them realize the power that we have. Not just as a Guild, but with all the heart and soul it has."

As he said those last words, the fatigue he gained over the battle finally got to him. He almost passed out, but he managed to hold on as he breathed heavily while leaving a huge grin of satisfaction on himself.

"…Ha, Dragons _are_ superior to Gods, huh, blond boy?"

* * *

 **…**

Elfman roared as he and Evergreen backed away from a powerful fist that shattered the flooring they were just on. **"DOOOOOOOOOOOOODGE!"**

The duo had the pleasure of encountering one of the Seven Kin: Rustyrose specifically at that. The beast in front of them growled loudly as it attempted to pull its fist out from the stone floor in jammed itself into.

"What kind of monster is that?!" The Strauss grunted as he landed on his feet, crouching onto his knee all the while.

"Monster? Look who's talking, you big goof!" Evergreen retorted in response to Elfman's kind of Take-Overs.

Rustyrose smiled as he stood on some nearby ruins behind the giant beast in front of him. An enormous, heavily-armored, and physically powerful creature, it had a humanoid form with a jet-black upper body. Yellow stripes were present on its elbows, as well as its shoulders as it extended down its arms to all five of its fingers. It had a metal mask with glowing red eyes, with a pair of horns present on the top. Its legs were metallic, and sported several bumps and spikes on its knees as its feet retained an organic look.

"This is a spell from my Lost Magic: **The** **Arc of Embodiment**. This is a favorite of mine, the _**Sacred Guardian Beast: Belcusas the Thunderclap**_."

Belcusas grunted as it pulled its fist out, and quickly swung it towards Evergreen and Elfman in a sweeping form. The two clenched their teeth as they barely were able to limbo in time for the attack to miss and smash into the nearby ruins where they stood beside to.

 _"Belcusas the Thunderclap…?"_ The brunette repeated in confusion.

"It's even got two names?!" Elfman barked in response as he leaned back to an upright position.

Rustyrose smiled and nodded in response as he readjusted his glasses. "The encounter between the devils and angels is an unavoidable destiny. It…is fate."

That only proceeded to make Elfman respond with a few blinks of his eyes. "I don't know anything about some kind of fighting between angels and devils, but if you're a man; then fight me fair and square!"

"Belcusas, do as the man says, please." Rustyrose answered instantly with a command. Belcusas flexes in response, making Elfman facepalm.

"I mean _you_ , grey face!" He barked in retortion.

"This is stupid…" Evergreen groaned as a yellow magic circle spawned in between her hands. _**"Fairy Machine Gun: Leprechaun!"**_

Splattering the rain of bullet-like rays of light, they were thought to do damage against Belcusas…but all they did was bounce off his metallic-like body with clanking noises and annoying explosions. Clearing the attack's effect with a single swipe of its hand, it grinned in response.

Evergreen gasped a little as she clenched her fists. "Tsk… It had no effect!"

Before she could enact her next move, Belcusas sprung forward, jumping and clenching its fists together to perform a double-axe handle. Evergreen's eyes widened as it drew close, and it would've connected, if it wasn't for Elfman's intervention.

Dashing in front of her, his arms began to glow as he brought them up. _**"Partial Take-Over: Stone Bull!"**_

Belcusas and Elfman's arms clashed with one another. With a loud growl, he pushed his arms up, forcing Rustyrose's summon back. He looks back to Evergreen, who was seen covering her face as she tried to defend herself from the would-be attack on her body.

"What are you doing?! Just turn this guy into stone with your eyes!" He barks.

Evergreen, after lowering her arms, flinches for a second before stuttering. "T-That kind of magic only works on humans!"

"What? No, you dolt! I mean the guy _behind_ him, the _boss_! **That** guy!" The Strauss points to Rustyrose as he jumps down behind Belcusas.

"Well, I can't! _Excuse_ me, but that guy's wearing glasses!" Evergreen barked back.

"What?! Oh, for Pete's sake, you're utterly useless!" Elfman growled in response.

 _"What'd you say?! Hey buddy, do you wanna be turned into stone first?!"_ A vein popped on Evergreen's forehead as she threatened him with that statement, daring to take off her glasses.

 _"Just try me, you darn—"_ Elfman was about to spout something else as he began to spin one of his stone arms, as if starting a move to slam her down.

"Ah… Supposedly, when two people argue with each other immensely, they love each other very mu—" While Evergreen and Elfman continued to bicker and send back insults to one another, Rustyrose chuckles, adjusting his glasses before the two retort back at him.

 **"We don't love each other!"**

"Belcusas!" Rustyrose orders.

Because of their instinctive need to tsukkomi back, Elfman barely had enough time to catch another one of Belcusas' attacks. He grits his teeth as he stands harshly by the tips of his toes due to Belcusas' attack nearly pushing him off the ground.

Taking this opportunity with Belcusas distracted, Evergreen suddenly makes a dash for Rustyrose. "Elfman, cover me! I've seen how his type of magic works before!"

"W-What?! What're— _Urgh!_ Fine! C'mere, you big lug!" Elfman barely had enough time to retort, before focusing his attention on Belcusas.

Backing off, the Strauss leaps into the air just as Belcusas tries to lunge at him. Realizing that his opponent is gone, Rustyrose's creation looks up to see Elfman hanging off out of some of the ruins, giving him a salute while grinning. He growls angrily, crouches down and then leaps at Elfman, pulling his towards him as the two climb up onto a higher plane above the ancient buildings. He crashes through a wall and prepares to continue fighting.

Morphing his legs into that of his Take-Over, Elfman leans back and dodges a punch from Belcusas before landing a punch of his own against his face. Growling, his opponent swings with at him with his left arm, but Elfman ducks under it and lands a straight punch and an uppercut in retaliation. He then spins around, quickly landing two punches and a hammerfist.

"Take this!" He then yelled as he prepared his next move.

He jumps up and hits Belcusas with a tornado kick, sending him stumbling backwards. He stops himself by stomping on the ground, sending all backward momentum to a halt. The red eyed creature growls angrily and charges forward with a crescent kick, though Elfman dodges it and blocks the roundhouse kick that came after that. Leaping back, Elfman glances to see a part of the mountainous parts of the ruins, and as Belcusas charges forward and punches at him with his left hand, the attack misses and lodges it in the thick wall of stone. Belcusas tries swinging at him with his right hand but he dodges it and begins quickly punching him.

He kicks the back of his legs, launching him up into the air, before hitting him with a downward double-axe handle, freeing his hand and sending him crashing to the ground.

With a long inhale of air while Belcusas was knocked into the ground face-first, Elfman turns to look down at Evergreen dashing at Rustyrose, who was now seemingly unguarded.

"His magic is the same as Lucy's: _Summoning Magic_!" She begins to grunt as she draws closer. "And the thing about those who use that kind of magic is that their true bodies aren't suited for combat!"

Gathering some magic, she quickly blasts the ground below her before leaping into the air with her wings. Rustyrose reacted with a slight measure of interest as a large smokescreen blocked his vision. Taking this time to launch an attack from a blind spot, Evergreen reveals herself coming from the back as another magic circle spawned in her hands.

"You're mine!" She announces.

With a smirk of confidence, Evergreen began to draw near. However, right as she was about to land her attack on her recipient, Rustyrose merely smirks to himself as he raises a single arm up. A single purple magic circle envelops his arm as he begins to turn around.

 _"I am the King of the underworld. This arm cuts through everything with a deep black blade. Disappear to the edge of darkness!"_

After reciting his incantation, Rustyrose's arm transformed into a jet-black, claw-like sword. _**"Jet Black Sword!"**_

Unable to react herself, Evergreen's eyes merely contracted as she gasped. The magic that Rustyrose employed caused his transformed arm to extend out in an arc, slashing against her body. Elfman flinches upon seeing her being pushed away, falling fast onto the ground as she yelps in pain.

"Evergreen!" He yells with worry.

He attempts to jump down and aid her, but as he tries to leap off, Belcusas growls to indicate its recovery, grabbing one of Elfman's ankles. The partially transformed Strauss yelps for a second, before Belcusas picks him up with one arm and throws him down onto the same floor as Rustyrose and Evergreen. The impact was particularly harsh, as Elfman himself made quite the dent into the stone flooring.

Due to the pain, Elfman's Partial Take-Over cancelled out, leaving him bruised as he slowly looks up to Rustyrose's figure. He watches as Belcusas returns to his side with a single jump.

"What… What is that magic?!" He demanded an answer.

Rustyrose smirks, shrugging in response. "Well… I could explain it to you _trash_ , but if I did so, it would be hard for your kind to comprehend. Hmm… For the sake of you _trash_ …"

 _"…Trash?!"_ Elfman glares at him. "What'd you say…?!"

"Well, think of it as this way: It's a type of magic that has gotten close too the abyss of the path of magic itself. And because of that, the magic that I possess has quite the powerful side effect… _Oh, what a catastrophic fate that I am fated to be in…_ " Rustyrose starts to explain, posing gallantly as he says his last sentence.

…Elfman however sweat drops at his awkward movement. _'…Huh?'_

"However…" Rustyrose smiles as he raises an arm. A small magic circle spawns in a pocket image… That, of a familiar looking man in Elfman's eyes.

 _"Once we get our hands on the legendary black mage Zeref, that catastrophe will be over, and a new age of magic will come as a result!"_

Elfman's eyes contracted as he looked. Memories of the mysterious waves of death began to recall themselves in his mind, as well as his and Evergreen's initial meeting with the young man. _'Wait… He's that guy from before…'_

Evergreen, while still bruised and battered, overheard Rustyrose's words as she reacted similarly to her partner. _'Z…Zeref?! The legendary black mage of lore?! That man from before was_ _ **him**_ _?! Wait… I mean, Zeref is on this very island right now?!'_

"What… Do you plan to do with such a person…?!" Elfman grunted as he attempted to get up.

The two watch as Rustyrose responds to him with the sickest smile they've ever seen. His head tilts slightly as his fingers begin to made some disturbing moves themselves.

 _ **"** ** _Th_ e Ultimate Magic World…"**_

"W-What?" Elfman blinks. Rustyrose smiles as he spreads his arms out to respond.

 _"…The Ultimate Magic World is a place to be ruled by chaos and darkness. Anybody without Magic will eventually die, or live "Hell on Earth"! That sounds wonderful, doesn't it?! A world, just for us mages! Garbage who can't use magic won't be able to exist there! When Zeref becomes the ruler of this world, the Ultimate Magic World will be complete! Those without Magic Power will cease to exist! Ooooooh… I've been waiting forever for such a time!"_

"W-What…? You must be crazy…!" Elfman growled.

"That… It can't be…!" Evergreen responded hesitantly.

 _ **"** ** _OH_! BUT I'M COMPLETELY SANE ON THAT DECISION! JUST THINK OF SUCH A PARADISE! THINK! THIIIIIIIIIIIIINK!"**_

* * *

 **…**

 _ **" _Sk_ y Dragon's Wing Claws!"**_

Wendy yelled loudly as she tried to swipe at Meredy with her wind enhanced arms. To popular belief, as destructive as the attack seemed to be as it destroyed several trees in front of her, her pink haired adversity easily evaded the attack by leaping above her.

Swiping her fingers, Meredy then summoned another magic circle.

 _ **"** ** _Mag_ uilty Sodom!" **_She yelled out as rows of her energy blades blasted out.

"Watch out!" Blitzwolfer grunted as she tackled Wendy and himself out of the way. He panted heavily as he reverted back to his human form.

The two narrowly avoided the attack, and as it ended, Meredy's blades began to orbit around her center body like moons.

The surge of energy created by Ben Prime's transformation was felt by Wendy, and it was beginning to have an effect on the Ben next to her. The young Omnitrix wielder's other self was practically sweating like a waterfall, and it seemed like he was going to vanish away at any second.

"Ben, please don't push yourself…" The Dragon Slayer said in concern.

"I-It's… I'm fine." He reassured her, yet obviously she wasn't convinced. "I can keep going."

"I really don't think so… I felt a surge of magic just now at first… And _you_ were at the center of it. Whatever the other you is doing is affecting the you here; your body can't take much more of this." Wendy insisted.

"Grr… Well this is just great. I feel like my stomach's on fire…" Ben grumbled as he attempted to describe this growing unpleasant sensation he had.

"…This is becoming interesting." Meredy simply said, before turning to Ben. "What is the matter, Ben Tennyson? Please, transform again for me."

 _'Well, I can't just go up and do that…'_ The brunette sweat dropped. _'…Where's the lady voice when you need her?'_

"Stand behind me, Ben!" Wendy stood in front of the kneed brunette.

"…If you won't do so for me, then I shall have to force you." Meredy closed her eyes.

Snapping her fingers, four more rings of blades began to spawn in from two magic circles that appeared next to her. Wendy and Ben watched with looks of astonishment as all five began to circulate around the pink haired Kin, almost akin to that of a Rutherford-Bohr atomic model. Each ring had six blades on their thin, though visible lines as they spun slowly.

"…Aw man." Ben sighed with his famous phrase.

 _ **"** ** _M_ aguilty Organon…!" **_She uttered her next attack.

Leaping forward, the five rings of blades surrounding Meredy begun to gyrate at an alarming rate, cutting the water below her as she flew from within her sphere of blades.

Though it pained him to do so, Ben managed to stand up. While Meredy was going at them, she wasn't exactly moving at a superior speed to say the least, so it gave him enough time to activate the Omnitrix behind Wendy's back as the blue haired Dragon Slayer began to breathe in.

It didn't take long for him to select an alien that might work for this situation, so as Wendy prepared to fire out a Roar, he quickly slapped the core down, flashing the Omnitrix's infamous emerald glow.

 _ **"** ** _Sk_ y Dragon's Roar!" **_Wendy casted, blasting a torrent of wind at Meredy.

The pink haired mage's expression hardened slightly as she placed her palms out. As the Roar collided against her sphere of spinning blades, the two struggled to push back once another.

Wendy grunted and faltered a bit after a few seconds. She then felt a sudden wave of weariness wash over herself as Ben finished transforming from behind her; however, it wasn't a bad feeling. Suddenly, after forcing a burst of magic for the last second of her Roar, she canceled her attack and leaped backwards, flying back until she was where Ben stood initially.

Looking up, Ben grunted as he pulled himself up, now revealed to be transformed into Terraspin. Meredy was intrigued to see another form, but she was pulled out of her thoughts as the turtle-like alien began to hover and retract his head into his shell. All of a sudden, the holes in his shell began to eject a power wave of wind, pushing against Meredy with a greater force than Wendy's previous attack.

"The power…of wind." Meredy noted as she covered her eyes with her arms. "…But I was told how to counter this."

While the shelled alien continued to blast the Lost Magic user with his powerful vortex, Meredy began to swipe her fingers again. While four of the five rings of blades continued to resist again Terraspin, her fifth ring of blades began to diverge off; the ring itself beginning to expand outwards in an X-axis coordinated pattern.

Terraspin's eyes widened when he saw that, but they quickly reverted back as he thought of his next action. _'Well… If I'm gonna vanish and leave Wendy here all alone, I might as well give her a head start.'_

Terminating his aerokinesis, he then ceased his rotary movements as he went for the Omnitrix dial. Extending his small claws at the tips of his flippers, he took hold of the dial, turning it slightly and then tapping it as the Omnitrix core protruded, which in turn caused his body to become engulfed in the signature green light once more. Both Wendy and Meredy covered their eyes in reaction to this, causing the pink haired girl to cease moving for a moment.

A wave of emerald light went over Terraspins's body as it started to transform into a different form. The first thing that changed was Terraspin's carapace. It first morphed from a smooth, olive green and brown color, to that of a tortoise or similarly known creature, gaining hexagonal bumps all around, as well as razor sharp spikes on its edges on its onyx black coloration. The holes on the middle of his shell went from eight to twelve, being fashioned in a hexagonal matter like the top of his carapace.

His flippers were no longer present; in fact, he now had actual arms and legs, of which had razor sharp claws at their fingertips and toes. Terraspin's head changed as well, garnering teeth inside his mouth.

With the evolved Omnitrix dial being displayed on his chest, the Fairy Tail emblem appeared on his shoulder as he opened his glowing green eyes.

 **"Ultimate Terraspin!"** The alien responded as he took a stance.

"W-What?" Wendy was perplexed. "What happened to you, Ben?"

" _Ultimate_? I lack data on these types of transformations..." Meredy mumbled to herself as she backed up slightly. "I must proceed with added caution."

Ultimate Terraspin took a moment to observe his body. He didn't exactly have a clue on what this form could do, but he decided to prove this new form through actual combat. Glancing back to gaze at Wendy, he smirked.

"Might want to stand back a little. I'm going to give you a little handicap for your upcoming battle." He said.

Wendy blinked. "W-What do you mean?"

"I don't have much time before I vanish; probably a few minutes at best. Since that's going to happen, I might as well go all out for a little." The evolved Geochelone Aerio explained.

"But…" Wendy tried to argue, but lowered her eyes as she sighed.

With a smile, Ultimate Terraspin turned back to his opponent. Meredy was now more alert than ever with this new transformation exerting itself into her eyes.

Clenching his hands, Ultimate Terraspin's chest began to glow, as it his body was going to exert a large amount of heat through the holes in his shell. This immediately caused Meredy to place a defensive stance as he then began to hover off the ground, retracting all of his limbs into is inner carapace.

However, the strangest thing that appeared to both of the young girls' eyes was the fact that instead of a cool, powerful and cold dose of air being pumped out from the holes in Ultimate Terraspin's chest like his devolved form, dark-green _flames_ started to blast out from all holes on his body. As they began to do so, the last parts to light up were the hexagonal holes in his chest, which opened up as he began to hover on his stomach. A warm exertion of wind kept him up as the flaming holes around his sockets began to make him rotate.

"…Rotation?" Meredy noted with the sense of danger reeking away from Ultimate Terraspin.

The spinning body of Ultimate Terraspin was beginning to become fuzzy due to how fast his body was spinning. Once he actually began to make a dash at Meredy, the Maguilty Sense user could only gasp as a few of her ring of blades were destroyed. She managed to regain her composure however as she leaped back a few times to distance herself between her and the black shell of death in front of Wendy.

 _"Huh… Well this is cool."_ Ultimate Terraspin said to himself. _"And I'm not dizzy from rotating this fast either!"_

"…I probably would though it I got on you." Wendy admitted.

Meredy took another good look at the newly transformed Ben. She wondered how she could engage herself with such a foe in front of her eyes. She probably couldn't even get near him thanks to those flames; not to mention that carapace of his as well.

Before she could think of the next step in her battle strategy, Ultimate Terraspin flew forward towards her with the purpose of inflicting an injuring ram. The pink haired mage barely had enough time to jump over him as he smashed and destroyed a giant tree that was behind herself.

Landing with a splash, she quickly swiped her fingers, and out of them several magic circles blew out long yellow blades, in which she then threw her arms in the evolved alien's direction.

 _ **"** ** _Mag_ uilty Rays!" **_She yelled.

 _'Oof…! This is cool… But I'm losing time fast…!'_ Ultimate Terraspin grit his teeth as he flew in various directions to avoid the rain of golden energy blades.

Despite his enhanced mobility, the fact that the pain within the evolved Geochelone Aerio was growing to take a toll on his stamina. Wendy could see that after a few more waves of Meredy raining down blades on the black-shelled alien, he was starting to get nicked by a few of them, even picked in his shell sometimes.

As Meredy got a few more blades, Ultimate Terraspin groaned as he ceased to spin, holding his aching chest. "Ugh…this isn't as easy as I thought it would be…"

"Ben, are you alright?" Wendy asked in concern. "Here, let me heal you!"

"Okay, no more messing around…time to go all out." Ultimate Terraspin responded, which only made the Dragon Slayer frown in response.

Ultimate Terraspin clenched his fists, summoned his blackish-green fire around his chest, and launched straight toward Meredy as he tucked himself into his shell. He used his giant body to deliver a quick tackle into the Kin, sending her into a nearby tree. Meredy, while initially caught off guard by that sudden attack, quickly jumped out from the wet debris and summoned her Maguilty Organon, intending to tackle him with a similar attack. Ultimate Terraspin flattened his body and discharged another fiery burst of energy to bash her sphere of blades, causing both of them to slam against one another and push off.

The dark-skinned alien grunted as he flew back into a tree next to Wendy and lost the strength to stay in the air. He landed on his feet and fell to one knee, panting in exhaustion as the evolved Omnitrix dial began to flash.

"Well… This went… Better than I expected." He panted in-between each pause. "Alright Wendy, I think it's your turn now…"

As Meredy got up with a pained expression written on her face, Ultimate Terraspin's Omnitrix dial glowed brightly as he was engulfed in a red light, reverting back to normal Terraspin, and then to Ben. He chuckled a little at Meredy as his body started to glow, fading away into green particles as Wendy and the pink haired girl locked eyes with one another.

"…The Target of Interest has vanished. This leaves with the _"2nd"_ left for me to deal with." Meredy narrowed her eyes at Wendy.

The Dragon Slayer in front of her took a stance in response to that saying of hers. "What do you mean by that?"

"…I do need to answer that, but I shall. Your placement indicates the level that I have decided to kill; in terms of importance as the tier list goes down. You are the in the 2nd place because you are in the way of something I desire." Meredy explained as she responded with a stern look, wiping off a bit of smut from her cheek.

"…Desire? For who—"

Suddenly, Meredy dashed and landed right in front of Wendy. The Sky Maiden was surprised to see the pink haired girl in front of her glaring intensely at her face. Drawing a magic circle, Meredy gripped onto a Maguilty blade and rammed it through Wendy's chest.

Wendy's eyes contracted as a result of the sudden attack, and her face lowered immediately as Meredy's expression turned into a strange one… She was smiling, though in quite a way that would be deemed as at least uncomfortable to the average person. One could definitely say that it was a look of a crazy person had it not been Wendy who saw it.

 **"…I** _ **want**_ **Ben Tennyson. I want to make him** _ **mine**_ **… And you, the one who is the closest to him, are in my way…"**

Pushing the blade deeper into her body, Meredy got a wincing response from Wendy; a clear sign that her attack made contact and was doing damage. She smiled sadistically in response to the action.

However, as much as it seemed to have an effect on Wendy, instead of feeling the body of her opponent dropping down to the floor in agonizing pain, the injured Dragon Slayer's hand gripped onto the Magulity blade. Meredy's eyes widened as she watched Wendy begin to squeeze it tightly, even to the point that Meredy felt her weapon was beginning to crumble from where she held it.

"W-What…?" The Maguilty Sense user cringed as her expression did a 180. She could see Wendy's eyes were shadowed by her large bangs as she opened her mouth to inhale a bit of air.

 _"How **dare** you..." _ Wendy spoke in an almost inaudible whisper.

Suddenly, the volume of her voice immediately rose as the blade in her small hand intensified, cracking it immediately and shattering it in half. The rest of the blade immediately dissolved into particles of Ethernano as that happened.

 ** _"_ _How dare you claim to do such a thing… RIGHT IN FRONT OF ME!"_**

Growling loudly, Wendy summoned a sky-blue magic circle. When it disappeared, her first was shrouded with whirling blades of wind with an emerald hint on the outside. Wendy then decked Meredy in the face with a powerful right hook while she was still in shock. As a result, she was driven off her feet and was blasted back through several trees. Only the last one was able to contain enough of the initial force to stop the ear screeching blow; but even then, it was barely able to hold onto the marshland as the floor rumbled greatly from the magic enhanced fist that slugged her.

Meredy cried out in agony from Wendy's attack as she sat down in the shallow water, her back leaning painfully against the almost-toppled tree she collided into. When the Dragon Slayer landed her punch, she began to open her mouth and inhale and extraordinary amount of air, draining all of the surrounding Ethernano from the island into her magic vessel of a body.

Her body began to change as a soft vortex of wind began to spin around her. The first thing that changed was the color of her hair. The dark blue coloration slowly began to convert itself into a glowing pink. Her hair itself also grew longer, to the point that it reached down to her waist as her bangs and other close parts started to curve and point upwards. Out from her body sprang white, feather-like scales that appeared first on her wrists and elbows, and then on her ankles and calves. The last of these feathery-like objects proceeded to then sprout themselves on her back, resembling the wings of an angel at first glance.

Meredy panted heavily in-between clenching her aching cheek as she looked onwards towards the now walking Wendy. The wind that spun around began to cease, with the glowing sensation of her hair fading away and leaving its pink coloration as she then opened her eyes. From the shadows of her overlooking stature above Meredy, she could only see a pair of now glowing pink eyes staring daggers with the darkest expression you could ever witness from a young girl of Wendy's age.

 _'T-This phenomenon…! Wendy Marvell… The Sky Maiden has achieved the state of…'_ Meredy could stare in awe, as well as growing fear as Wendy looked down upon her.

 _"Trust me…"_ Wendy gritted her teeth in pure anger. _"…You're going to regret that you said that, and you know why?"_

 **"** _ **Well let me tell you something, Meredy, one of Grimoire Heart's Seven Kin of Purgatory… You can hurt me. You can hurt the things I stand for… You can even hurt my**_ **feelings…** _ **But no one… And I mean**_ **NO ONE,** _ **gets in the way for contesting my love for**_ **MY** _ **Ben!"**_

' _ **Dragon… Force!'**_

* * *

And there you have it!

So, things to clarify!

You can probably tell where I got the inspiration for Ultimate Terraspin. It's from the infamous Gamera of course! The first thing that came in mind for an Ultimate form was directly from Gamera himself, as well as some other ideas. However, Gamera stuck onto me the most, so I decided to go with that!

And regarding Wendy's Dragon Force... If you think about it, Tenrou Island is probably one of the most purest forms for air and Ethernano as a whole. When I was originally looking for scenes in both the manga and the anime for Wendy's transformation against Ezel, she specifically said that the purer the air, the more Ethernano she could absorb. You'd think that Tenrou Island would be the place, especially since its sacred land for Fairy Tail members, yes?

For Ben's Anodite form, of course he won't have control over it. Actually, you could think of some of its side effects being related to that of Shock Rock. The essence of Ben's heritage could possibly transfer onto his forms. As explained in the Ben 10 canon, the Spark of an Anodite can be achieved regardless of the species. That means that since Ben already unlocked his Spark, he could possibly use it within the usage of his alien forms. Heck, I already kind of introduced it for Omni. What do you guys think of it?

For the Grand Magic Games, I think I'll replace Juvia with Ben. I recently rewatched the entire Arc, and I personally didn't really think that Juvia possessed much of a role despite being on the other team. And think about it, I can place Ben on a different team from Wendy, so it'll also make a whole bunch of opportunities for more fluff moments during the Arc! Hey, hey!

Let me know what you guys think of my ideas! I'll see you all later in the next chapter! I hope you all enjoyed this! Please R&R, and have a good rest of your day! Here's to a brand new year! Emiyn, out!


	53. The Wind of Wrath (Tenrou Island VI)

Once again, I can't apologize enough… School has really taken a whole bunch of time for me, a lot more than expected.

But anyhow… Welcome back to the Null Fairy! To compensate for this late upbringing, this chapter is a bit longer than the others! Let's get to updating the reviews and PM's, shall we?

 **1.** I'm happy that everyone's been giving some positive feedback for the redone chapters! I'm currently in the middle of updating the next few chapters, so please look forward to those as well! I really want to correct all of the stuff now that I have a clear mind for writing off stuff.

 **2.** I've been thinking about the final decision for Meredy and Ultear. I think it's pretty much necessary for them to be out of Fairy Sphere's range due to the relevant creation of Crime Sorcière and the Grand Magic Games. Kind of want to make the older Meredy a shotacon though… Though it's probably my own belief on the matter.

 **3.** I see that Ultimate Terraspin has a great amount of attention dedicated to it! I'm hoping to come up with unique designs for the other Ultimates, and my own versions to make sure they aren't correlating to those of other stories, e.g Ultimate Fairy's Ultimate Water Hazard. By the way, what would an Ultimate Fairy Tail Dragon be like? That's something to think about, huh?

 **4.** Honestly, if I did create an Akame ga Kill story, I would think to actually make this Ben a little older, probably like 13 or 14 years old. Knowing the nature of that Universe, this Ben would probably have to be a bit more bloodthirsty, or at least more of a lone wolf in my opinion.

 **5.** The reason why I wanted to introduce Wendy's Dragon Force earlier into the story is because I feel as though it's the best and easiest one to first bring out. Air is probably the laid-back element to correlate to in the case of Dragon Slayers, as it's literally the environment around Wendy. While of course the amount of Ethernano she can absorb is based on how clean the air is, Earth Land in itself is a pretty clean place, not possessing as many industrialized works besides trains and the like. Plus, Wendy seemed to be more professional in accessing her latent abilities, as only one year after Fairy Tail disbanded after the Tartaros Arc, she learned to activate it naturally and at will.

 **6.** Actually, now that I've read a few more reviews regarding the Grand Magic Games, I'm in a bit of a stumble to who I should switch with for Ben in Fairy Tail Team B. Obviously, Mira, Laxus, and Gajeel all have their respective roles, but now that I've taken a closer look and re-watched that Arc, it comes down to Jellal, Cana, and Juvia.

 **7.** I do plan to bring in the other filler Arcs and Movies into this story. That also includes the other OVAs, to of which I shall be incorporating into the upcoming remake of the chapters as I go along! I missed OVA 3 after all. Regarding the Edolas side story I was talking about earlier, I might periodically upload a chapter after the Grand Magic Games Arc comes into play.

 **8.** I've been taking into account some further transformations that Ben can probably take on in the Fairy Tail universe. The Demons of Galuna Island are already in the Omnitrix, and yes, the Etherious, as well as the other species of sentient and sort of sentient creatures, like Vulcans and the like, will be taken into consideration. It's a matter of trying to introduce them into the story without making them awkwardly placed.

 **9.** And now that DaDog mentioned it, the Perk and Murk Gourmands remind me a LOT about the different types of Dragons in the Fairy Tail universe. And let me remind you that Ben already has access to a form based on Acnologia; you know, the one Dragon that pretty much killed all the other ones and took their souls away? It would be extremely overpowering for him to have access to all of those other kinds of Dragons that'll be summoned through the Eclipse Gate. Ugh, I really want to import them in… But Ben would pretty much be invincible at that point, right? What do you guys think?

 **10.** Kek, Le Mao XXV. I admit that she sounds a bit thirsty, but I originally wanted to make Wendy more a "feisty" kind of girl, but still retaining her usual cutesy nature and not actually crossing the line...until they get older that is. It's kind of a like a switch…or pheromones? Probably the latter. Dragon Slayers typically inherit remarkable senses in comparison to their fellow humans, and I'd figure that would boost in the sense of puberty for a Dragon Slayer whose elements is influenced by literally everything around her. The Dragon Mark that some of my fellow reviews suggested also plays a role to this.

I'm definitely up for the role you wanted for Mavis as well. In fact, it was the kind of role I wanted for her originally! Motherly and childish, a perfect combination!

And… Insert Roblox hurt sound. Been a while, but this update is here! I hope you can forgive me for such an absence again. Please, read this chapter as an apology! And as always, I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading to you all! Much obliged for over 750 Follows and Favorites, over 1,750 Reviews, and over 425,000 views!

* * *

 **Chapter 53:** _The Wind of Wrath_ (Tenrou Island Arc Part VI)

 **…**

The battles across the island continued on with great devastation towards the ecosystem. Fire and ash, wind and torrents, light and darkness… Fairies and Devils.

Back with Lucy's group, the two pairs of trial participants had rallied back to a stone hallway near the edge of the island. The four of them were exhausted, but still quietly lively as Caprico stood in front of them.

"The Ultimate Magic World…?" Cana repeated the goat's words, confused on its meaning. "You've got to be kidding me. A world without Magic, and those without it will be eliminated?"

 _'That's pretty much how Edolas is like…'_ Lucy's eyes widened. "That's a horrible kind of world! No one would be able to gain anything from that!"

"You may say that. And though Master Hades has not informed _meh_ of his true intentions with this plan of his, I would figure that it will perhaps be a land consisted of those with the depths of knowledge towards Magic." The humanoid-goat responded. "Zeref is on this very island, and when _heh_ is in our possession, the world itself will _beh_ reborn and enveloped into one anew."

Gray wasn't buying anything of this. He merely scowled at Caprico as he slapped his right fist onto his left palm. "You've gotta be stupid if you can convince us about that. I hope you're prepared for the consequences when you've rampaged through someone else's home!"

"…I have two orders. The first is to search for Zeref and bring him to Master Hades. The second… Is to eliminate Fairy Tail's Mages." Caprico hung low as he got into a stance. "I hope you will all comply."

"I'd like to see you try then!" The Ice Mage barked as he began to freeze the air around him.

"Wait, Gray!" Loki quickly replied however, standing in front of him. Both Caprico and Gray blinked as they looked over.

"Loki?" Lucy cocked a brow. "Hey, what do you think you're doing?"

"I'll fight him instead of you all. If he calls himself one of the Seven Kin of Purgatory, then we should assume that there are six other Mages of his caliber around the island as well." The orange haired Spirit clarified.

"What are you saying then? Isn't it better to face him together then?" Cana reasoned.

"No." Loki quickly answered. "The rest of you should go and search for the rest of the other Kin."

"Alright, that's just stupid. Even with all four of us here we couldn't lay a scratch on him!" Gray answered.

"Yes, I understand that." Loki answered, his eyes beginning to narrow as his body began to flash over. "And that's because of _his_ Magic."

"What kind are we talking about?" Lucy then asked. "A Lost Magic?"

"Precisely. It's a kind of Lost Magic; **Human Subordination Magic** specifically." The Spirit enlightened. "It allows the user to cast significant influence over humans, making it possible to make them subordinates of the user. In battle, it can be used to weaken the physical and magical abilities of humans around them. They even call it the "Magic of Kings"."

Explaining it, everyone watched as Loki reverted back to his pure Spirit form, designer suit and lion-mane like hair and everything else. "However, that kind of Magic doesn't have any effect on anything that's not human, such as a Celestial Spirit like myself, or Ben's forms."

"But that guy's not even human though…" Gray then said.

"Of course. Even I took a moment to realize, but I'm sure you all now know that this individual in front of us is also a Celestial Spirit." He then said, shocking everyone. "One of the Twelve Zodiacs: The Goat, **Capricorn**."

"Wait, what?!" Cana's eyes widened.

 _'No… Not again. Two Spirits being forced to fight one another…'_ Lucy looked away in sadness. _'It's just like with Ares…'_

She then stood up, more determined than ever to continue. "In that, we should—"

"—Please, listen to me." Loki quickly interrupted her however, pointing a finger at Caprico. "I'm requesting a one-on-one match with you, Capricorn!"

"I see…" Caprico replied. "And here I thought that you had completely forgotten that you were a Celestial Spirit, Leo."

As everyone began to stand up, Loki glanced back. "I'll settle things here. Go, everyone."

"B-But…" Lucy tried to say.

"I know it's tough to argue against, but Loki's right." Cana placed a hand on her shoulder.

"As long as we're under Capricorn's Magic, we won't be able to fight for real." Gray added. "Let's leave this to him."

"Loki…" Lucy called out to him as the male Spirit glanced over to her.

"You could tell from before that, couldn't you? Humans won't be able to defeat this foe." He noted.

"But still! If two Spirits are going to have to be fighting against one another, then I have to be—"

 _"—JUST GO! HURRY UP!"_ Loki yelled at her midway, making her flinch. _"GET OUT OF HERE!"_

"It's rare for him to raise his voice…" Cana sweat dropped.

"There's got to be some history between those two Spirits." Gray assumed. "Come on, figure it out, Lucy. You believe in him, right?"

After calming down, Lucy gazed at the orange haired Spirit, before nodding. "…Yeah, sorry about that."

Beginning to turn around, Lucy began to join with Gray and Cana out of the gallery, leaving the two Spirits alone. As Loki felt their presences leaving the area, he let out a sigh of relief before turning back to Caprico.

However… He then heard footsteps behind himself.

 _"—Loki!"_ Lucy yelled out behind him, making his eyes contract for a second as he turned his head around. _"Make sure you come back to me, you hear?! Not matter what!"_

Loki looked at his Master with surprised eyes, but quickly gave her a smile, nodding in response to her command. The blonde Mage nodded back, before turning back around to join Gray and Cana.

"Lucy, come on!" The Ice Mage called out.

Right as he said his name, Caprico's eyes widened as the trio left the room. He suddenly figured out something that had been bothering his mind for a while.

"Wait a minute… That girl…" He called out.

A drop of sweat went down Loki's cheek as the goat Spirit said her name. Before Caprico could say anything else, Loki turned around. He stood straight as he clenched his right fist and pointed it towards the sky, grabbing his bicep with his other arm as a bright yellow magic circle flickered under his feet.

 _"O Regulus… Grant me your strength!"_ Loki chanted.

With his fist brightened with Magic, Caprico could only react with a flinch as Loki blasted forth and gave him an uppercut, knocking him off his feet to send him careening into the wall behind himself.

Quickly leaping out from the resulting dust cloud, as Loki leaped forward to land a second attack, Caprico lunged from underneath, kneeing him in the gut.

Loki grunted, but quickly turned to his fellow Spirit. "How long?! How many years has it been since you've disappeared from the Celestial Spirit World?!"

 _"…Seventeen years."_ Caprico responded with a smirk as they landed on the stony floor.

Loki quickly engaged in his next attack by placing his palms on the ground, twirling his body in an attempt to hit at Caprico with a sweep kick. The goat Spirit managed to leap back, backflipping several times back to the edge of the wall until he jumped into the air.

"To stay in the Human World for that long… Who in the world is your master?!" Loki yelled his question out.

"…No one is _meh_ master." Caprico answered. "It is _meh_ that is the master of humans!"

It was then that Caprico took his middle and index and waved them in Loki's direction, writing out a line of light magenta runes. **_"Open, Gate of the Hero of Rubengard: San Jiao Shin!"_**

Loki's eyes contracted upon hearing his words. _'What? A Gate to another world?!'_

As a magic circle of the same color flickered, a moment later, a mass of Magic particles gathered in front of Loki to bring forth a tall and massive man with a very long, dark beard covering the lower part of his face, which reached down to his chest. He sported a loose, light green tunic reaching down to his knees, baggy light pants ending below his knees, and dark boots. He also wielded a massive guandao as his body appeared.

Blasting forth, Loki could only cry out in pain as San Jiao Shin skipped past him, slashing across his abdomen with his massive weapon. Falling to his knees, Loki looked back to see the summoned figure fade away soon after.

"W-What was that?!" He winced.

"…During the civil war of Rubengard in the year X779, there was a young anti-government general by the name of San Jiao Shin." Caprico began to explain. "He led the rebel army to victory, and while the official records say he went missing after the war, in truth, he became _meh_ subordinate."

"You captured a human, and then summoned him?! It's like reversed Celestial Spirit Magic!" Loki grunted in realization.

As Caprico landed on his feet, it was then that he folded his arms while looking down at Loki. "Now then… I'd like to ask something about _your_ master."

"…Why would you care for?" Loki growled.

"So I can have her become my subordinate, of course." Caprico smiled. "And I've already deciphered that your master was that blonde woman who had just ran away."

 _'…Aw, crapbaskets.'_ Loki cursed.

"You wanted to fight _meh_ in a one-on-one battle? That's a lie." Caprico figured. "What you really wanted was to stall me for time while you let your master and her accomplices escape to a safe location."

The goat Spirit smiled in satisfaction as he tore down on Loki's plan. He waited for the lion Spirit to stand on his feet before continuing. "It is unfortunate for us Spirits, as we are forced to undertake the worst of roles, yes? You…"

As Lucy's last line began to play back in his head though, it was then that Loki saw that his opponent began to sweat marbles down his face. That voice that he listened to…began to trigger the memory of someone with the same exact sense of vocalization saying that very same line to him.

 _'…N-No. Impossible. C-Could it be…? That woman…'_ He began to piece together the pieces.

 _'Shit… He's beginning to realize!'_ Loki gritted his teeth.

 _"…THAT'S WHY. THAT'S WHY YOU WERE KEEPING HER AWAY FROM MEH, TO MAKE HER ESCAPE FROM ME!"_ He accused Loki. _"That girl… She is the daughter of Layla Heartfilia!"_

 _'Shit!'_ Loki cursed again. _'He actually figured it out…!'_

 _"I cannot let her live! WHERE IS SHE?!"_ Caprico roared, charging straight at Loki.

The lion Spirit could only bring his arms up to block a raging kick from Caprico, forcing him back and even out from the gallery. Falling out towards the ruins that led up to the previous room, Loki rolled down the stairs before stopping.

As Caprico landed, he then wrote another line of runes in a furious matter. **_"Open, Gate of the Hunter of Belparaso: Samagui!"_**

Within a mass of Magic Particles, Caprico summoned another figure that quickly ran forward and leaped high into the sky before landing and taking aim at a solitary rock. He was a man wearing a helmet, fur leggings, carried a bow with antlers at the limbs, and had a quiver full of arrows on his back alongside rows of small daggers on his outfit.

 _"Go! Shoot down Layla Heartfilia's daughter at once!"_ Caprico ordered.

"Wait, what?! Even I know him!" Loki gawked up. "Samagui was reputed as a legendary huntsman, whose fame was enough for him to be the basis of children's books in the northern part of Earth Land! You've captured a living legend as well?!"

Samagui closed one eye as he began to aim at Lucy. "Wind… Check. Angle… Check!"

Firing off an arrow meant to pierce Lucy's skull, Loki was barely able to intervene, using Regulus to enhance his leaping abilities. He then intervened with the projectile, destroying it with a Regulus enhanced bicycle kick.

Landing down below Samagui a moment later, Loki growled while looking up at him. "A huntsman like yourself would shoot at a fellow human?!"

Charging his fist, Loki released a cry as he leaped at Samagui, crushing the ground where he stood as he cocked his arm back and released an overhand. Samagui managed to spring out of the way, twirling midair as he hovered upside down. To Loki's surprise however, the archer began to cradle up two arrows onto his bow, firing away from that awkward positioning.

 _'Even from that kind of posture?!'_ While Loki was quite impressed by the feat, he began to break off the incoming arrows with his Magic enhanced fists. As he continued to do so, he eventually landed back on the ground.

Samagui drew two more arrows from his quiver, aiming at Loki once more. "…Be it man or beast, it does not matter. Be it the order of my master, I shall hunt it for him."

"Try me then!" Loki growled.

Samagui merely responded by cocking his arm back, angling his wrist slightly before firing off his two arrows. They began to fly straight at Loki, but suddenly curved up into the air at the last second.

"Huh? They're being redirected into the sky? What the hell kind of angle is that?!" He looked up to see the twin arrows flying into the air, doing a loop-de-loop of all things before prowling towards Lucy's group.

"And that is _exactly_ why I made him my subordinate." Caprico grinned. "His expertise in the art of archery is far beyond the ability of some wizard using a Magic Gun."

"Well, it won't do much good if I interfere with it!" Loki yelled.

Crouching, he then leaped towards a giant pillar, lighting his fist and giving it a good right hook. Destroying the lower half, the rubble blew off from the impact, slamming into the arrows mid-flight and breaking them off.

"Come again?! He destroyed my arrows with the rubble?!" Samagui's eyes widened in shock.

Loki stood up, adjusting his sunglasses. "I won't deny that your skills are impressive, Samagui. However, they pale in comparison to the likes of my good friend Sagittarius."

"Grr… Chase after her!" Carprico barked. "Don't let her get away!"

Obliging his command, Samagui leaped down to Loki's level and began to charge forward. "…A huntsman never lets his prey escape!"

"Honestly… Things like "prey", or "that girl". That's beyond insulting to my master!" Loki growled as Samagui picked himself into the air.

"You _will_ let me through!" The archer growled as he took hold of four throwing daggers on his person, hurling them in the lion Spirit's direction. Loki merely swiped his Magic enhanced out, reflecting them away.

"And _no_ , you will not…!" He then grumbled as he dashed forward.

Samagui gasped as Loki flickered off and reappeared behind himself, giving him a backhand to his face and launching him into a nearby pillar. The summoned archer cried out in pain, only to flash into a mass of amethyst particles and vanish away. Caprico began to grit his teeth, extending his palms out as a light purple magic circle flickered.

 _"Back off!"_ He roared, releasing a mass of Magic particles. They soon reconfigured into San Jiao Shin, three Fiore Royal Army soldiers, and a Rune Knight.

However, Loki was unfazed as they began to charge at him. Going into his usual stance, a bright magic circle appeared under his feet. **_"Lion's Brilliance!"_**

Releasing a large circle of light, Caprico's summons were instantly annihilated, leaving only a gust of dust to fade away as the spell dissipated. Loki lowered his arm as the goat Spirit growled in annoyance.

"…According to what Crux told me, you were contracted to Layla-san around twenty years ago. And while I of course am not in terms with the events that had transpired during that time as she passed on, your master should now be Layla's daughter, Lucy." Loki revealed, tapering his eyes to Caprico in suspicion.

"Grr…" The Spirit in question could only keep his mouth shut as Loki grew more interested in the situation of Caprico's past.

"It doesn't appear that Lucy herself knows about this though. Tell me what happened, Capricorn." He then requested.

Caprico stood still, only for him to mutter out a single word with a cruel smile. _"…Taboo."_

"Huh?" Loki cocked a brow.

"…You see, each and every kind of Magic has a rule that cannot be violated." Caprico began to speak. "And as for _meh_ … I tried to break said rule."

"Wait… You don't mean…!" Loki's eyes widened.

"And so… The result was this form that you now see." Caprico then said, gesturing towards himself as he began to laugh hysterically. "Ha! A damn goat of all things! Isn't this laughable?!"

"Wait… What?" Loki was now confused, as he was thinking of some other taboo.

"Well… Let's just say that I've grown a bit nostalgic and have a longing for the body of a human… Or at least something humanoid." Caprico chuckled darkly. "And this… This is a perfect opportunity."

"What are you on about?" Loki questioned, taking a stance just in case.

It was then however that Caprico stretched his arms in his direction, a black magic circle flickering underneath him as a black miasma began to exert out from his palms.

 ** _"Human Subordination: Huma Raise!"_** He yelled out, causing a dark figure to pop out from Caprico's body.

Suddenly, the area around the two began to pale out, losing its color as a hazy mist began to appear. Loki was unafraid, but took note of the changes around him. _'…I'm trapped?'_

"That won't work on me, you know." He then proposed, choosing to believe he wasn't in danger. "I'm a Celestial Spirit, not a human."

 _"Oooh… But that's_ exactly _why this is taboo…"_ Caprico murmured as his eyes began to glow a menacing purple color, his body turning into a hazy substance. _"This Magic is not supposed to be used on those who are not human…"_

However though, Caprico's frame began to split off, becoming a group of eight dark spirits as all shadowy figures circled around Loki with their palms extended out towards him.

 _"However, if you break that rule…!"_ They all then said.

"Wait… Y-You don't mean—" Loki's eyes then widened as he realized what he was going to do.

 _"—They will be fused together!"_ They then yelled as their shadows began to merge into Loki's own.

"…You're actually a human that fused into Capricorn?!" Loki gazed about in shock.

 _'Yes… And this time, I'll be taking your body, Leo!'_

As the spirit began to surge himself into Leo's body, the Spirit quickly gritted his teeth as he took his posture. Activating Regulus, his Magic cleared the darkness away from him, returning himself back towards the surface of the real world.

Seeing Capricorn in front of him, Loki inhaled deeply, before charging off and pumping his arm full of Magic. He slugged at the now standing Spirit, surging his energy into body with a flash of yellow accompanying Capricorn's body as proof.

 _'…Just a little too late though, Leo.'_

As Capricorn fell to the ground, Loki's Magic left a mark on his abdomen, glowing as Loki himself began to pant heavily. However, it was only a few moments later as he opened his eyes that a dark expression was laid on his face, with pair of dark bags appearing in conjunction to it.

 _"Ha… Hahaha! I see… That was meh… I mean,_ my _attack."_ Loki suddenly grinned as he looked at his hand. _"But now… Now I've finally gotten back to having a human form!"_

He looked down at the fallen body of Capricorn, chuckling away. _"But at least you've been of some used to me, my former goat body. You couldn't take Leo's attack, but it didn't matter."_

Capricorn's body remained silent, which only made the possessed Loki grin with joy as he began to plan out his next move.

 _"My name is Leo. I am Lucy's Spirit… Lucy Heartfilia's. If I can kill her, then I'll be able to become a perfect human again! She trusts this body, so perhaps I can catch her off guard and trick her… Or maybe even subdue her and make her into a slave to play around with? I'll pin her down, and then—"_

However, it was then that the possessor felt a gush of Magic piercing his back. His eyes began to widen as a sense of pain washed over his vessel, glancing over to see Capricorn planting a fist into him, his arm glowing a brilliant yellow as a wave of purple energy was forced out from Loki's body.

 _"—What the?! Why… You…!"_ He began to wheeze in pain.

"Regulus was fully charged, wasn't it, **Zoldeo- _sama_**?" Capricorn uttered.

Loki's body growled loudly as Zoldeo began to glare at him. _"Don't you… DON'T SAY THAT NAME!"_

Suddenly, a black mass of energy began to pour out from Loki's body and blasted out into the air, conforming into a black mist that morphed into a human being.

Zoldeo had a somewhat ghastly appearance. He had puffy hair kept back by a headband adorning cross designs by the sides. He had scars on both sides of his cheeks, and dark bags under his eyes. He wore a long white robe with large sleeves. He layered the robe with a long purple waistcoat, and wore large baggy violet pants with brown boots.

As Zoldeo's figure oozed into existence and wailed in agony, Loki regained control of his body. He coughed a few times before being caught by Capricorn, who supported him onto his feet.

"C-Capricorn…" He muttered.

"Yes, it's _meh_. I apologize for being rough with you at first, Leo-sama." The goat Spirit apologized.

"No… It's alright. I had to inject my Light Magic into your body by being pretty rough myself, and you had to be the same, or separating him from my body would have been impossible." Loki replied with a smile.

Once the black miasma surrounding Zoldeo's body faded away, the thin man fell to the floor with a rough thud. His body was seen shaking uncontrollably as he tried to get up.

"W-Why…? H-How can you move, Capricorn?" He inquired with a sweated face.

"…Immediately after you merged together with Leo-sama, he infused his own Magic into my body: Regulus, the power of light." He answered.

Zoldeo was shocked to hear that, recovering to his knees. "T-That was him giving you Magic Power?!"

Loki grinned in response. "Sucks, doesn't it?"

 _"C-C-CURSE YOU!"_ Zoldeo roared out in rage, but not before looking down at his body. "B-But now… Now that I'm back in my own body—"

It was then that some pulsated from within Zoldeo's body, causing his face to wince. Loki and Capricorn's mouths dropped slightly as Zoldeo's very body began to brighten up and fade away. He looks down at his hands to see his own body beginning to disintegrate into particles of light.

 _"M-My body… What… What is this? What's happening?! STOP IT! STOP IT!"_ He frowned in fear as he began to reach out towards his formerly contracted Spirit. _"C-Capricorn, save me! I don't want to disappear!"_

All Loki and Capricorn could do however was watch as Zoldeo began to dissolve completely into nothingness. After a few more cries and even a plead to his former mistress, Zoldeo's body faded away completely. The lion Spirit could only grimace for the lost of life in front of him, but also pity the man for what he had done.

"…Such is the consequence for committing taboo and breaking order." He then said, though he thought it was ironic in the way he said it.

Despite knowing what Zoldeo had done was unforgivable, Capricorn couldn't help but lament for his former master as the remaining particles of Zoldeo's existence faded away into the wind. Beginning to recall the events from the past, the goat Spirit sighed.

"…It was twenty years ago." He started, explaining the past to Loki.

"Is that when it happened?" The leader of the Zodiacs rose a brow in question.

Capricorn nodded, staring out to the sky for a moment as he began to reminisce. "Layla-sama had to retire from the line of Magic due to a severe case of Magic Deficiency Disease in order to preserve her health. In doing so, she bequeathed Cancer-sama, Aquarius-sama, and _meh_ to three of her servants."

"And I'm guessing that Zoldeo was one of them?" Loki turned to the goat Spirit, to which he nodded.

"Indeed. But before that, Layla-sama and I made one final contract." Capricorn then revealed.

"What was it?" Loki questioned, genuinely curious. "I know how you are with keeping your promises."

 _"To pledge to protect her family from then forth to eternity. And if in the future, if her offspring chose to pursue the path of Magic… I was to be at their side through to the very end."_

Placing Loki on a nearby boulder, the leader of the Zodiacs rested his body while smiling. "Heh… So that's how Lucy became your master, huh?"

"Zoldeo-sama had consented to the promise of me contracting to Lucy-sama at first. However, after he left the mansion, he wandered aimlessly without a master to follow, and eventually he became enthralled by the evil Magic he had possessed at first, and violated the taboo…" The goat Spirit finished with another sigh.

"…They say that strong Magic will lead someone to the side of darkness. I've seen it myself with the people that I've used to known. Nothing is harder than watching them fall to the abyss…" Loki smiled sadly, before looking up towards Capricorn.

"I see…" The goat Spirit responded as he continued to look out towards the sunset.

"But enough about the past…" The lion Spirit chuckled. "What do you think of Lucy-sama?"

Capricorn smiled in response to that question. "She is indeed Layla-sama's daughter, even down to their very appearances. I know well of the fact that she loves her Spirits, and how much she is beloved by them as well."

"So, you'll help her, right?" Loki then proposed. "You'll be contracted to her?"

 _"…Nope."_ Capricorn responded however, surprising Loki as his smile dimmed for a moment.

"Huh? What do you mean by that?" The lion Spirit asked, blinking a few times in question.

"Lucy-sama cannot borrow _meh_ power at this time." However, it was then that he smiled once again. _"For meh power has always been Lucy-sama's from very beginning."_

"…Heh. Didn't think you were the one to joke around." Loki chuckled one last time as he tapped Capricorn on the shoulder. "I guess even guys like you can change over a span of seventeen years.

That earned a chuckle from the both of them. With their laughter dying down after another moment of passing the two Spirits began to glow, before vanishing away back to the Celestial Spirit World.

* * *

 **…**

With Natsu and Makarov, the Dragon Slayer had managed to get back up to his feet, hoping to bring the Master of Fairy Tail to the Resting Point to get the old man some much needed first aid. Not only was his body injured from his fight with Master Hades of Grimoire Heart, but Natsu couldn't help but grimace over the fact that he took additional damage by latching onto Zancrow during their scuffle.

Injuries and burns aside, Natsu himself wasn't in that great shape either. Both of his fights with the Fire God Slayer, along with his time with Gildarts had drained him nearly bone dry of his Magic Power. And while he did manage to gain a new method of attack in the form of the utilizing Zancrow's God Slayer flames, the Fire Mage had pretty much used all of that to defeat his opponent with that Dragon God's Brilliant Flame he hurled out.

However, that's not to say that Zancrow's Magic lingered in his body, but at this point, Natsu was running on fumes.

Carrying the old man via piggy back, Natsu had managed to apply some temporary first aid, bandaging up himself and the critically wounded parts of Makarov. The duo were seen wandering off towards the Rest Point through the forest.

"Don't worry, Gramps. We'll be there in a jiffy." Natsu reassured him.

"…I'm sorry, Natsu." Makarov mumbled.

"For what?" The pink haired Mage glanced back. "This isn't your fault in any way."

"If I had known that Grimoire Heart was going to come to Tenrou Island, perhaps I wouldn't have set the S-Class Trials in motion. We're all scattered about due to them." The old man grimaced.

"…Not to mention that the Magic Council is probably here as well." Natsu grumbled.

"The Council is here?" Makarov's eyes widened. "How do you know that?"

"That Mest guy… He smells like those from the Council, I can sense it." Natsu answered. "And I've got a bad feeling that since Grimoire Heart is here, they might do something…"

"…You're not thinking that they might fire Etherion at Tenrou Island, are you?" Makarov feared.

"It's possible." Natsu however replied. "Which means we've got to find and defeat those Seven Kins before they decide to do so."

As they continued on through the island, Natsu and Makarov would hear sounds of fighting, whether they be blasts of energy or loud explosions. It began to get brasher as they neared the Resting Point, which only made the duo worried.

By the time they had arrived however, the two gasped at what they saw, expressing shock, surprise, and concern.

While they hid behind a tree, they peeked over to see the Strauss sisters in their ongoing skirmish with Azuma, the latter whose shirt was now gone as a result of the efforts of the two Take-Over Mages.

"…Why will you not fight me in your true form, Mirajane? Weren't you known as the She-Devil?" Azuma asked the elder Strauss.

"I've changed from back then." Mira answered. "But it doesn't mean that I won't fight for my friends and family."

"Mira-nee." Lisanna, still in her Werecat form, smiled. "Come on, you should have enough Magic Power to use Satan Soul now, right?"

"…It's still a little bit until I can do so, sorry." Mira replied with a frown. "But at this rate, we can do this."

"…If you will not show me your power, then I have no choice but to propose something else." Azuma's eyes narrowed as he snapped his fingers.

All of a sudden, Makarov, Natsu, and Mira's eyes widened in horror as giant roots sprouted from underneath where Lisanna stood, constricting her tightly. The Taken-Over'ed Mage growled loudly, but was unable to escape from her prison, forcing her to revert back to her human form to not.

"Lisanna!" Mira yelled out to her sister. She ran over, but right as she was about to touch the roots, a magic circle flickered in front of them, converting itself into a 180 second timer. "What the—"

"—That bomb will go off if you try to touch it." Azuma threatened. "And it will go off in three minutes regardless, unless you defeat me."

"You coward!" The white-haired Mage spat out in disgust. "Don't you have any decency?!"

"Call me what you will. I want to be able to fight a strong opponent, with the case being the infamous Demoness of Fairy Tail." Azuma argued back.

Natsu gritted his teeth from afar, but he could only watch. He obviously didn't have the Magic Power needed to fight off another member of the Seven Kin of Purgatory, let alone assist Lisanna and Mira.

Clenching her fist, Mira growled lowly as she began to surge her Magic through her body. Lisanna gasped as she stopped momentarily.

"Mira-nee, wait!" She tried to call out.

"No… This is fine. I've pretty much gathered back most of my Magic Power. Even if I'm not at full power, I can fight for a bit." Mira responded as she clenched her fist. Immediately, a black magic circle encompassed under her feet, causing her body to flash into an array of purple particles.

"Yes… Yes! Give me someone to fight to my heart's content!" Azuma smiled.

 ** _"Take-Over: Satan Soul!"_** Mira then yelled, the glow from her body dissipating right as she said that. Azuma's eyes gleamed with excitement as he looked over at the transformed Mira.

With her demonic eyes contracting, Mira revealed her wings, using them to blast forward at high speeds. Azuma was unable to block her incoming strike in time, taking a full drop kick straight to the stomach. The Tree Mage coughs up a bit of saliva, but grins in delight as he leaps back.

"Ah… Pain… _This_ is why I fight. This is the best feeling! Being in battle, the thrill of combat!" Azuma exclaims while clenching his stomach. He then stands straight, snapping his fingers a moment later. **_"Bleve!"_**

Makarov's eyes gawked over as Mira dodged a chain of explosions. Natsu thought he could absorb the flames that were created as a result of those attacks, but they quickly dissipated before he could do so.

Escaping out from the resulting smoke cloud, Mira glances at Lisanna, noting the timer on Azuma's spell had counted down to 113 seconds. Lisanna notices her gaze, and quickly looks up towards her.

"Mira-nee! Don't worry about me! I'll be fine!" She yelled.

"You should take her advice, Mirajane!" Azuma in turn barked at Mira, forcing her to turn back to him as he swiped his fingers.

With the flickering of a green magic circle underneath where she hovered, a mass of roots to sprouted out and began to ensnare her arms and legs. The transformed Mira glared at her instruments of entanglement as she tried to escape. Knowing that she might try that though, Azuma clapped his hands together, causing a trigger of explosions to occur from the bottom of the roots up towards Mira.

 ** _"Chain Burst!"_** He yelled.

Before the explosions could reach her however, Mira lets out a war cry as she clenches her fists, causing a dark yellow magic circle to glow behind her for a second before she clenched the roots holding her in place.

 ** _"Evil Spark!"_** Charging blue electricity through her hands, she charged the roots with electrical energy, causing them to heat up in an instant to the point of near incineration.

The roots were now bright red, crispy to the point that it would char off simply by being touched. Breaking herself from her constrictors with an irritated growl, she flew down towards Azuma, cocking her fist back.

The two began to engage in hand-to-hand combat. Mira started the fist fight first, pummeling Azuma with a flurry of hooks and jabs. The Grimoire Mage merely grinned as he blocked or dodged all of her attacks, and as he avoided a sluggish overhand from her, Azuma leaped back, before crouching down to lunge at her with his leg. Mira brought her own leg to counteract his own.

"Perfect, Mirajane! _This_ is what I've been looking for!" Azuma states. "A serious battle!"

"Shut up! Let my sister go!" Mira growled in response as she slugged him in the face. "NOW!"

The continued to exchange blows, the counter on Lisanna's bomb ticking down as they went on. Azuma merely continued to be enthralled in a high by the intense combat the two were engaging in. However, the very beeps that signaled the detonation of Azuma's spell lingered in Mira's ears.

As much as she wanted to ignore it like Lisanna told her to, eventually, once the mark reached to be around a minute or so, she glanced back at it unconsciously. This proved to be a fatal mistake as Azuma took advantage of her not looking in his direction, slapping his palms on the ground after dodging another one of Mira's ferocious punches.

A moment later after summoning a magic circle, a spiral of roots spewed out from the ground under Mira, pummeling their forms into her abdomen. **_"Earthen Screw!"_**

Scowling as she was sent up into the air, Mira clenched her aching torso. Azuma growls in annoyance as he slaps another hand onto the ground. "You should know _not_ to look away during a fight, Mirajane! **_Burst Claw_**!"

Shooting out from the ground were a flurry of boomerang-shaped roots, each of them starting to glow green with an enhancement of Magic Power. The rows of projectiles quickly flew around in the air, before conforming down towards Mira and exploding upon contact.

"MIRA-NEE!" Lisanna cried out as a massive cloud of smoke resulted from Azuma's spell.

As the She-Devil lingered in the air, it seemed as though her body fell into unconsciousness. However, it proved to be false, as the light in her eyes flickered for a moment as she flapped her wings, stabilizing herself. Aiming herself at Azuma while still hidden in the cloud of ash, she places her hands together, flickering a black magic circle as a dark colored sphere gathered in her palm.

 ** _"Evil… Explosion!"_** She then bellowed, blasting out a gigantic purple beam of energy.

Right as the beam pierced out from the cloud, Azuma's eyes widened, but he quickly regained his composure as he slapped down his palms on to the earth, flickering another magic circle. The resulting explosion from Mira's attack ended up detonating much of the nearby Rest Point's foundation, blowing away much of the flora and geography.

Natsu and Makarov could only pale in response, as they were right next to that spell's attack range. Mira's attack had left a trailing cloud of smoke and ash, which left Natsu with the question to see if there were any flames he could devour.

Landing back down in front of Lisanna, Mira glanced back to see the timer on a dangerously close period of 30 seconds. She grits her teeth as she waits for the smoke to clear.

 _"…That was excellent, Mirajane!"_ Azuma then called out from the opposite end, causing everyone's jaw to drop.

As the smoke vanished, it was revealed that Azuma had quickly conjured up a shield of roots around himself, and while his spell was essentially fried, he himself was barely scratched by the Evil Explosion.

"…Impossible!" Mira gawked. "How durable is that Magic?"

"I'd stop asking questions if I were you." The Wood Mage replied. "You've only got twenty seconds."

Mira narrowed her eyes. Should she continue to fight this battle-lusting man, or retreat to save her sister? Either one would possibly decimate the siblings. She growled as she tried to come up with a decision…but it was then that Lisanna sighed.

"…Fine." She uttered, causing everyone else to look over to her. "If that's how you're gonna go at it, then I have no choice."

"L-Lisanna? What are you saying?" Mira turned around.

"It's impossible for you to do anything." Azuma argued. "No Take-Over you possess has the power to break out of that prison."

"That's what you think though." Lisanna growled. "None of the ones I've shown _thus_ far had proved to be useful, but how about all the _other_ ones I have up my sleeve?"

"…Others?" Makarov rose an eyebrow from afar. "Whatever could she mean? Animal Soul isn't her only kind of Take-Over?"

"I don't know… But for Lisanna to be that confident… I'd say she has something to bring him down." Natsu admitted with a confident smile.

As Mira and the others watched, Lisanna began to close her eyes, before letting out a loud shout as her body began to flash. Flickering particles of Magic began to course around her body, encapsulating her with wisps of green energy.

Although Lisanna was reluctant at first to do anything and interrupt her sister's battle, she had to admit, she was a bit excited. Back in Edolas, Lisanna herself wasn't able to perform any actual Take-Overs, at least, not for a long time and not actually transforming. Among her time in Earth Land's parallel world, the possession of newer forms was what she mostly focused on during her time with Omni and that world's Fairy Tail. After getting trapped in the Kingdom's Anima spell, she couldn't had activated her Magic transformations without risking the intake of the scarce amount of Ethernano left in that world.

Now that she was back to a Ethernano thriving universe however, this was the perfect opportunity have a good session with people watching to see how she had grown, and as a session for some real testing that wouldn't have any consequences, besides losing her own life of course. And besides, she may have been reluctant at first, but recent battles had said otherwise.

While she began to transform, it was then that Azuma noticed that the binding spell that had near its counting stopped, and that Lisanna's life was no longer in danger. Mira and the watching Natsu and Makarov were flabbergasted by this new Take-Over of Lisanna's as a bright flash of green blinded everyone.

A moment later, the light vanished away, and everyone turned over to see Lisanna standing before them, free from her root prison as she glared at Azuma.

 ** _"Take-Over Omnium: Feedback!"_** She yelled, a static noise in her voice as she stomped on the ground.

In this form, Lisanna donned a skintight black and grey jumpsuit with a green and black visor covering her upper face. On her forearms were large bronze and golden-metallic gauntlets, with sockets on each end of her fingers.

Her hair had changed from white to black, growing down to her waist and being styled with flanking twin-tails tied with golden ribbons. On each of her twin-tails was a metallic looking plug, alongside a long black tail on the back of her waist, featuring a plug as well.

"What?!" Mira was shocked to see her sister's getup. "A Take-Over on Ben's transformations?"

"This isn't what I'd expected." Azuma had to admit, a smile growing on his face. "Had I known you could Take-Over to the Null Fairy's infamous transformations as well, I might've let you join our battle at first!"

"I'm gonna make you pay for hurting Mira-nee!" Lisanna declared, cracking her knuckles. "And for messing with Fairy Tail!"

"…Try me then." Azuma taunted.

The transformed Lisanna threw back her arms to let out a small war cry. Charging her gauntlets with energy, she then extended her palms behind herself, blasting forth with incredible propulsion. Azuma swiftly rose his arms up and blocked a roundhouse kick from Lisanna, before leaping backwards.

Upon landing, Azuma changed course and snapped his fingers. Calling upon a Bleve, he started a chain of explosions that went off in Lisanna's direction, covering the area in front of him in smoke. The blow sent the Taken-Over'ed Lisanna careening back to the other side of the woods, but as she came out, she quickly recovered by back flipping and charging forward. Popping out from the smoke, Azuma had little time to react as Lisaana elbowed him in the face.

Azuma groaned lightly, feeling a small impression of weakness fill his body. ' _What is this? I felt my power diminish when she attacked me?'_

As he began to stumble, Lisanna commenced her assault, kicking Azuma around with a barrage of kicks. It forced the Grimoire Mage to step back every time, and after stalling to deliver a twirling roundhouse kick into his ribcage with her left foot, he wailed in agony, lowering his torso to clench his injured bones before getting kneed back to a straight posture from a stretch kick that nearly made her leg go up to the sky.

"…She can sure stretch, I remember that." Natsu actually blushed a little.

"She was always good on her feet, but now that she has more versatile transformations and experience, she can take control of her natural agility to her fullest effects." Makarov smirked. "And that form seems to be doing something to him if it's based on Feedback."

Mira could only watch with shock as Lisanna continued to attack Azuma. After lowering her left leg, she continued to pummel the Mage with kicks until she leaped up into the air to spin and perform a back kick in his chest.

"Amazing…" The elder Strauss simply uttered.

As Azuma glared at Lisanna, he couldn't help but linger in pain. She had done so much damage to him in such little time with little to no opportunity to counterattack. This one transformation she had was obviously different, but to think it would hurt him this much… It actually made him excited.

Looking to face her however, a green magic circle appeared in front of his opponent. Lisanna gritted her teeth as she cocked both of her arms back, charging with them with blue electricity as she stood on her side. _**"Thunder… Set!"**_

Widening his eyes, Azuma attempted to activate some of his Magic, spewing some roots between him and Lisanna. However, it proved to be useless in front of the Taken-Over'ed Mage once her visor lit up with an emerald green flash.

 ** _"Tempesta Fracassare!"_** Launching her two gauntlets out, they effortlessly blasted through Azuma's guard, clenching their metallic bodies into the Mage and sending a bolt of lightning right into him.

The Wood Mage's eyes opened up as the electrical energy surged into him, frying his insides for a moment before blasting him back. He slammed into a nearby tree, denting it immensely as he slid down to his rear. Grunting in agony for a little bit, he then opened his eyes, grinning at a glaring Lisanna while still wincing.

"Ha… Haha! Excellent, young one!" He complimented. "Fascinating!"

"You won't be saying that once I'm done with you!" Lisanna however then said as her body began to flash. **_"Take-Over Omnium—"_**

Within another flash of green light, Natsu's eyes widened in delight upon recognizing the form. "Hey, that's…!"

Lisanna's body was now covered partially by a layer of dark red rocks, primarily on her forearms and lower legs that acted as arm and leg guards. Underneath, she wore a white and red jumpsuit, and her white hair was now down to her shoulders, being bright orange with a streak of red towards the ends. She wore a yellow visor, to which flames exerted above her ears as a sort of memento to horns.

 **"Heatblast!"** She yelled as her transformation completed itself.

"And now Heatblast?!" Mira squandered to find a good reaction. "How many Take-Overs of Ben's forms do you have, Lisanna?"

"I'll answer that later!" Lisanna replied, before facing Azuma as the Mage started to get up. "First, I need to finish this guy off!"

Standing in Azuma's direction, Natsu watched as she drew her hands to her sides, her body beginning to glow brightly. Bringing her hands together with her fingers spread apart, a red magic circle flickered in front of her palms.

 ** _"Inferno Flare!"_** As her circle glowed, a blast of flames went and burst out from it, quickly making its way towards Azuma.

Lisanna focused hard on directing her flames into only where Azuma was at. As the Grimoire Mage was doused in flames, everyone else could only see a massive fire wave being blown apart upon slamming into the tree Azuma was leaning against. After a few more moments, Lisanna halted her attack, causing her flames to be extinguished.

The transformed Take-Over Mage winced a little as she reverted back. For some odd reason, she felt a little fatigued, though in a good way. Shaking it off the feeling, she waited for the smoke to clear out.

"That takes care of that, I guess." Mira noted. "Though you didn't fry him completely, I hope?"

As the smoke cleared off however, it was revealed that Azuma was not there. Nothing of his person, in fact. Lisanna's eyes widened, but not for long. "No… He got away."

Finally feeling like things were calming down, Natsu came out from the bushes, surprising the girls once he began to absorb the excessive flames from Lisanna's attacks.

"Natsu?" Mira looked over, only to gasp at his and Makarov's conditions. "Oh my gosh, what happened?!"

"Fought one of the Seven Kin, kicked his ass." Natsu surmised what just happened to him. "And thanks for the snack, Lisanna!"

"R-Right…" Lisanna blinked, before coming over to his side and taking Makarov off his shoulders. "But what about you, Master? Who in the world did this to you?"

"…It was the Master of Grimoire Heart, Hades." He answered. "We fought against one another at first, but he got the upper hand on me."

"Well, never mind that. We need to get you some first aid." Mira got everyone back to the situation at hand. "Despite the battle, the supplies we've brought over should still be relatively intact."

From another direction, another voice yelped out. _"Mira! Lisanna! Natsu!"_

"Levy-chan?" Lisanna turned over, only to see the Letter Mage and Gajeel both bruised and messed up as well. "And Gajeel?"

"What happened to you guys?" Natsu came along as Mira and Lisanna helped to bring the unconscious Gajeel to the points. Levy sighed in relief as she dropped to her knees.

"We were the first to discover that Grimoire Heart's members had infiltrated the island. We fought off against some of their Mages, and Gajeel took some damage." The blue haired girl explained. "He's pretty much trying to sleep off the injuries he got from back then."

"Well, rest assured." Lisanna smiled. "You're safe now."

"Yes…" Makarov nodded. "But now we have to focus on the upcoming events. We're about to be filled tightly with battles."

* * *

 **…**

Back in the marshlands of the island, Meredy was having a hard time trying to fight for her life. Wendy's transformation to her state of Dragon Force proved to be all but expected, and made everything in her plans fall apart to ruin.

As she leaped away after blocking a kick from Wendy, the Maguilty Mage frowned at her opponent. Suddenly, Wendy let out a mighty war cry as she crouched low and launched himself at her figure, her fists encased in green wind as she blasted forth with a burst of squall. The Grimoire Mage barely had time to realize where she had gone, having mere moments to sidestep and narrowly dodge her attack. However, the pink haired Dragon Slayer quickly turned her body to send a powerful, wind-adorned kick into Meredy's chest.

Slamming into another tree, Meredy's eyes widened to hear Wendy blast forth across the water, appearing underneath her with her arms extended out in an X shape.

 ** _"Sky Dragon's… TORNADO!"_** Letting out a loud cry, a magic circle flickered under Wendy's feet as her arms were engulfed in blue gusts of wind.

Letting her arms wring out in an arc, the wind in her hands gathered together to release and form into an enormous tornado, trapping Meredy inside. Blades of wind from within started to go against her body, tearing against her skin and clothes as she let out cries of pain.

"I'm not through with you yet!" Wendy growled as she leaped up into the air.

A surprised Meredy was sent hurtling across the marsh as Wendy went up and grabbed her cape, tugging it in one fell motion in the other direction.

Upon landing down, Wendy placed one hand on the ground as she crouched down. She charged her body with emerald wind and launched at Meredy, smashing into her stomach. **_"Sky Dragon's Sword Horn!"_**

Though she landed a direct hit, the pink haired Grimoire Mage clenched her teeth hard, suppressing her cries of pain. Still in the air, Wendy attacked once more with volley of wind punches into Meredy's figure. After a few more hits, Wendy blasted forth with her wings, wrapping her left hand around her love rival's face and smashing her head into the muddy floor, blasting waves of water all around the place.

She grabbed her right arm, proceeding to spin around before throwing her across the wetlands. Wendy panted a little as she landed, watching Meredy's twitch as she stood up and spat blood from her mouth.

She smirked, but not before growling. "As expected of number two... A worthy rival for my target of interest."

Wendy snarled from her statement, standing up once more. "I'm going to wipe that smirk off of your face…"

Meredy smiled. Though she was a bit fearful at Wendy's ferociousness, she had done well so far in surviving against her attacks. She merely spreads her legs out as she claps her hands together, spawning out several magic circles.

"Though I am much obliged to see you in action, I must take you out. My objective is to take out the enemy, after all." She declared, before widening her eyes and extending her arms out. **_"Maguilty Rays!"_**

Suddenly, from Meredy's magic circles blasted out materialled blades of yellow light. Wendy's eyes widened as they zipped at her, forcing her to sidestep and dodge the waves of blades that exited out from their circles. Upon leaping and bouncing in between trees, Wendy landed in front of Meredy and slammed her hands onto the floor, summoning a magic circle behind herself.

 ** _"Sky Dragon's White Storm!"_** Out from her hovering magic circle blasted out blades of wind, colliding against Meredy's Maguilty Rays.

With their spells cancelling each other out, the two skidded back from one another, glaring at each other dead in the eye.

"…It's strange." Meredy suddenly stated. "Even though it is the same person, we've come to a stand off to see which of us have the stronger feelings for him."

"We both hold a sense of enthrallment and longing for him, but I don't see yours as the same as mine…" Wendy responded. "Love and desire are two different things."

"And though it's the same person for which are eyes are set upon, the feelings we hold for him cause us to see him differently." Meredy said in return. "You and I, the ones who have the same person of interest."

"Of course. It's a sense of individuality between us humans. We can hold similar, but vastly different affections for others." Wendy argued.

Meredy took that statement to her mind, glancing off. "…And I am lucky. I came for the sake of two goals. My main purpose…is to eliminate target number one, and my other is to achieve my sense of belonging with Ben Tennyson."

"I'm number two. Who would be number one? The Master?" Wendy dared to ask.

"My number one is none other than a certain Ice Mage you all know and appreciate having. But, as of now, I've only one goal in mind." Meredy answered. Wendy's eyes widened for a moment, but she ignored her statement, as Gray wasn't anywhere near for her to attack. "And here I've met someone who has a sense of familiarity with the one I'm after."

"What are going on about…? What does this have to do with Ben?!" Wendy's eyes twitched in anger as she demanded an answer.

"I believe the saying goes… _"If I cannot have him, then no one will"_?" Meredy smiled. "If your feelings are real for him, they'll _kill_ him in the long run if you continue to go against me."

"…Nonsense." Wendy simply answered. "What proof do you have of that?"

Meredy responded as she gestured an arm out. "Wendy… How about I show you a glimpse of heaven, and a sea of despair?"

"H-Huh?" Wendy blinked.

Meredy pointed at her, grinning longingly for the same person in mind as she had. "…Think of him. Picture the one of our love in your mind."

As much as Meredy was getting to her, Wendy couldn't help but give her words a thought. Sweat dropping, she began to imagine Ben in her mind. His face… His smile, his confidence…

It made her blush. She felt her heart beginning to thump. Upon seeing her face redden up, Meredy smiled as she took her index and middle finger and extended his out towards her.

 _"That's it!"_ She yelled, flickering a magic circle. **_"Sensory Link!"_**

As her magic circle vanished, Meredy's fingers began to glow with a pink flash, whisking off in response to a glow that then appeared on Wendy's chest. The Dragon Slayer was taken out of her imagination to be instilled by Meredy's Magic, being lifted into the air as an aura of pink started to shock her body.

Suddenly, Wendy's wrist was cocked up into the air, where the aura shocking her blasted off into the sky, flying up and around into the forest, tagging Ben all the way over from Mavis' Grave. Immediately as it happened, Wendy fell to the ground, looking at her right wrist to see a radiant magenta seal reminiscent of a chain with a heart in the middle.

"Wh…What?" Wendy's eyes furrowed. "What did you do?"

"It's a specialty of my power…" Meredy answered. **_"Lost Magic: Maguilty Sense."_**

Wendy growled, waiting for an explanation. "And that means…?!"

"…Wendy's and Ben's senses are now one and the same." The Grimoire Mage replied. "I can only connect them if one's feelings for one another are strong enough."

Expecting a sense of anger or confusion, Meredy's eyes widened a bit as Wendy began to blush madly. "…Huh?"

"Oh no…! He's going to know all the things that I that are on my mind about him?!" She panicked, which made Meredy sweat drop.

"…Perhaps I shouldn't have done so." She then joked to herself. "And besides, it's not like you can read each other's thoughts; it's only your senses that are aligned together."

"N-No… But wait, maybe he'll finally know what I want to do in the future to—"

"—Feels good… Doesn't it?" Meredy's face then darkened. "And since your senses are now linked together… I should probably say that this Magic only shares pain!"

Upon hearing the word pain, Wendy snapped back to reality, only to block a claw of Maguilty Rays against her wrist. It caused a bit of pain to Wendy, making her yelp, and consequently from afar, Ben as well. Lowering her arms, Wendy went back to giving Meredy an unpleasant look.

"Grr… It's one thing to hurt me, but don't drag him into this!" She barked.

"I'll say." Meredy growled in response. "But now, all the pain that you experience will now be felt by Ben."

"So, you're just trying to hurt him then!" Wendy snarled loudly as she encased her arm in wind, garnering more energy that she had from before. **_"Sky Dragon's Drill Claw!"_**

Zipping past Meredy in a flash, the Maguilty Mage wheezed as Wendy slashed at her side, causing pain in her waist. "You're Magic Power just increased again?!"

"Yes! Because if you hadn't noticed, the strength of your Magic is determined by how strong your feelings are!" Wendy yelled as she halted, turning around to face Meredy. "My feelings for my beloved give me strength!"

 _'…Then I'll show you the strength behind my own feelings!'_ Meredy professed as she focused on her own wrist. As Wendy dashed forward for her next attack, the same seal on Wendy's and Ben's wrist appeared. **_"Three Spread Sensory Link!"_**

Opening her mouth after inhaling, a bright sky blue magic circle flickered in front of Wendy's mouth. **_"Sky Dragon's… ROAR!"_**

The massive gust of winds that blasted out from Wendy's mouth were certainly eye-boggling, though even with its heightened attack power and devastating range, Meredy saw this coming, and quickly dodged by leaping off a spawned Maguilty Blade. As she landed, with a flash of light, the pink seal on Meredy's wrist blasted out a ray of Magic, connecting itself to Wendy's.

The Dragon Slayer stopped in front of her to sheathe her fist in wind, knowing that her attack would connect this time. **_"Sky Dragon's Iron Fist!"_**

Smashing into her stomach with a wind enhanced straight punch, Meredy wailed in pain as she was sent flying off into the air, crashing into a wall of stone. However, as the Grimoire Mage began to dig into the geography, her Link began to glow, causing Wendy to garner the exact same amount of punishment. She clenched her stomach as she began to bellow in distress, falling to her knees.

"W-Why…? Why am I hurting so much for as well?" She cried out.

As the two fighters panted heavily, it was revealed that Wendy's last attack exposed Meredy's midriff, ripping apart part of her leotard. As she landed back onto the wet grounds, the boulders resulting from Wendy's sucker punch began to splash against the water.

"If I cannot have him… Then _no_ one can." The Grimoire Mage muttered. "Just then, I used you as a relay, a beacon… And now, I am linked with my target of interest. All of our senses, Ben's, Wendy's, and mine's… If any one of us dies, _he_ shall die as well!"

"N-No! You wouldn't!" Wendy stuttered in disbelief. "You love him too, don't you?"

"…And that is exactly why I called this phenomenon of ours a sea of despair. The despair… Of this war of love."

By now, the battle of theirs had started to drag on, long enough for a storm of clouds to now come over and rain down on the situation. For a place constantly in the summer-like weather like Tenrou Island, it could only mean two things… Either Juvia was having an emotional crisis, or that the clashing of Magic here was causing an abnormality in the area.

…It was probably the latter. Maybe. Hopefully not the former.

"But… This is madness." Wendy lowered her eyes. "If that's true, then you would die as well, wouldn't you?"

"…That's right." Meredy confirmed. "But this is my devotion. My conviction to my end!"

Wendy could only stare at this girl in front of her. Not only was she willingly to die for such a cause like this, but she seemed to be unaverred in the kind of judgement her life was going through. Though this impressed the Dragon Slayer a bit, Wendy couldn't help but be a bit.

It was then that Wendy felt something against her back. She blinks, glancing behind herself to see nothing there. _'There seems to be something going against my back… It is Ben's sense of touch?'_

"He's leaning against something, isn't he?" Meredy called out. "Now that I'm linked with him, I have no need to do anything else."

Suddenly, Meredy summoned two magic circles, one out from each of her palms. Out of them spawned out two Maguilty Blades, turned over to guillotine Meredy's own neck. "I can die with the fact that I'm together with him!"

Wendy's widened in horror. "What?! No, STOP!"

Running at her, Wendy could see that Meredy was strong in her decision to end her own life. Right before her blades could scissor her head off, she grits her teeth, clenching her fist.

 _'Sorry, Ben… But I have to do this!'_ She yelled inwardly as wind encased her hand as she slugged at her own thigh.

Yelping in pain, Meredy's also did so, forcing her to crouch down and avoid the slicing of her own head. As a result, her Maguilty Blades shattered into particles.

"You… You would injure your own leg?" Meredy panted. "Maguilty Sense will link the pain together, but it won't link together the injury that caused it. The only way to stop me is to kill me, Wendy!"

"What, so death is also linked to that?" Wendy grunted, rubbing her aching thigh. "Our lives are linked together?"

"Yes… But you persist in fighting against it?!" Meredy growled out. "The only way this can go out is if the three of us die..."

"…No!" Wendy yelled, making Meredy look over. "Just because we're rivals in love, doesn't mean you can just end us all together. If you want him, then fight over his affections towards you!"

"You… What?" The pink haired Grimoire Mage blinked.

"Even when fighting against our opponents, Fairy Tail does _not_ take the life of them in the case we're victorious." Wendy stated. "Don't treat your own life as something so worthless!"

"That's childish though…!" Meredy clenched her teeth. "I can't compete with one who already has the affections for my target of interest! For I cannot stand to be a part of something I know I can't win!"

Yelling with desperation in her voice, Meredy summoned forth a giant Maguilty Blade above her head. "I'll end my life to be with him!"

"Not… If I can help it!" Wendy cried in discomfort, limping onto her feet. "I'll knock us both out if I have to!"

The blade starts to come down at Meredy's head, the caster letting out a hysterical scream of finalization. As she closes her eyes to wait for the inevitable, Meredy starts to reminisce, memories popping into her mind.

Her past, during when she was just a little girl, a few years old at most. Her hometown had been devastated by Grimoire Heart, and ironically enough, it was Ultear who decided to adopt her, out of being reminded of her own past self. It further went on to a recent memory about when Ultear began to linger about her memory of her own mother, Gray and Lyon's Master, Ul. A longing for a loving parent…with Meredy claiming that she was _her_ mother, and fostered an undying love for her parent with a bright smile.

When Meredy came to and opened her eyes, she blinked in surprise to see Wendy crying over her shoulder while embraced in her arms. The Dragon Slayer had destroyed the Maguilty Blade, but instead of deciding to knock her out, she had instead embraced her enemy.

Hearing her sobs, Meredy began to feel something appearing in her body. Something that she was unfamiliar with, but felt right in her conscious.

 _'What… What is this?'_ She questioned. _'Why…? Why are you crying for?'_

Letting their embrace go, Wendy backs up, placing her hands on her shoulders. She seemed to be upset over Meredy for some reason. "Don't… Don't do it."

"You…" Meredy could only stare at the Dragon's Slayers eyes as Wendy's Dragon Force transformation began to dissipate, starting with her scales, and then her hair reverting back to normal.

"You have happiness too! You have those who you love as well, not just Ben!" Wendy cried. "I felt it within you! You have those who are precious to you as well!"

Meredy was stunned, not by just Wendy's words, but by her own Magic. The Maguilty Sense was not just linking their senses, but also their emotions together. By then, a new stream of tears had started to go down Wendy's eyes as she started to sniffle.

"…Please, live!" She whimpered.

"But… I was told… That if I wanted something, I'd have to give my life for it…" Meredy mumbled. "Why is now though… That…"

"I… I will live, too!" Wendy declared. "I will live for the ones that I love as well! You should too! If you have people that you love in this world, you've got to keep living. You don't die for them; you _live_ for them!"

 _'Love…'_ Meredy repeated in her mind, the very word seemed to had been expressed as an emotion, as Wendy nodded to her thought. _'No… I don't deserve to—'_

 _'—Live…!'_ Wendy smiled at her. _'He wouldn't like it if a girl in love with him had died because of him, you know!'_

Meredy's eyes started to shine. Her body was twitching, as if trying to suppress her emotions, which proved to be naught as her cheeks started to puff, and a stream of tears running down her face. _'N-No…! If I continue to link my emotions with Wendy…!'_

 _'These tears are proof, Meredy. They are our proof… Of love, and of vigor. For those of us who continue to live in this world despite its faults and flaws.'_ Wendy uttered off.

At this point, Meredy had been overwhelmed by an overload of emotions. She had told herself to keep her emotions checked in, but in this situation, her mind was now being cleared and checked out to the world. Her head was being filled with joyous thoughts that she didn't think she'd be able to think of.

The two, now letting their injuries and state of minds make peace, fell to their knees in the water, Wendy embracing Meredy in her arms again as the Sensory Links began to vanish from their wrists.

As it happened, both of the young girls began to fall backwards, their bodies hitting the floors of water.

"I can't fight… Not with someone like you." Meredy whispered.

"…And neither with someone like you." Wendy responded. "Ben will never run or hide from you, remember that. But, remember that _I'm_ there as well."

With the two floating in the water, the rain continued to pour down onto them, their lingering emotions still in full bloom as they started to retreat to unconsciousness. Meredy's heart had been liberated, with Wendy being the one to do so.

 _'…I still marked him though. He's mine.'_ She said however, before standing to stand up. _'And now… I have to meet up with the others.'_

* * *

 **…**

"…That was a looooong bit of crying." Mavis suddenly said, floating around Ben.

The Omnitrix wielder had looked down at his right wrist to see Meredy's Sensory Link seal disappear. Over the past couple of minutes, he had been sensing the effects of Wendy's and Meredy's battle. Pain, anger, sadness, happiness, and then… A sense of understanding.

He also felt a tinge of love from that, as much as it seemed to be. Ben was confused about who in the world was thinking of such a thing at a time like that.

Sitting inside the hut residing with Mavis's grave, the brunet was dealing with all the shenanigans that had transpired with the girls' fight. Mavis found it quite funny to see Ben flailing around in pain, especially when Wendy had slugged Meredy in the stomach with her Iron Fist. God forbid what would happen if Wendy had used her Roar in her state of Dragon Force if it actually hit.

With that though, it was then that Mavis and Ben both started to sense something. A large surge of Magic was encapsulating near the eastern shore of the island, the entrance way from which everyone came from. And not only from there, there were points of Magic being used near the Resting Point, as well as deeper into the woods.

"…There's still multiple battles going on, but what's this big one that I'm feeling?" Ben looked around as he stood up.

Walking out from the hut, he blinked a few times, before looking up to see that the area around the Grave had an invisible barrier around its circumference, preventing anything from coming in, including the rain.

"…It's time." Mavis suddenly said. "Ben, over here."

"Huh?" The Omnitrix wielder glanced over to see Mavis gesturing over with a smile that looked like it was about to burst into a snicker. She was behind the grave. "First Master?"

"Just call me Mavis! Now, come over here, hurry!" She gestured again.

Cocking a brow, Ben decided to follow her orders and go inside the hut, hiding behind the massive grave. Mavis then proceeded to float above and over it, holding a finger up.

Then, from her index finger flickered a single yellow flame. Placing it into the middle, where the large indentation was located, the flame was put in place, and grew into a small sphere of flames that stood in place.

"And now to place the riddle in…" Licking her tongue, she began to swipe her fingers out.

"Er…" Ben peeked over, admittedly being a interested in what the First Master of Fairy Tail was doing. To his surprise, she began to write out some lines of red runes, though primarily for the sake of reading, not spell casting.

A few seconds later, the latter smiled upon completing her work, nodding a few times. "And… Done!"

"Runes?" Ben blinked.

"Yep! Just in time for our next visitor!" The blonde giggled as she began to hop back behind the grave. "Now hide! This is the good stuff!"

Obliging to her command, Ben and Mavis hid behind the grave. However, Ben couldn't help but peek around a little, only to hear the footsteps of someone coming in. It sounded like heels… And the only person who actually wore heels here was…

 _'…Cana, huh?'_ His guess was right.

Peeking out, he and Mavis watched as the brunette came in through Gallery E's entrance. Ben figured that she must've figured out the meaning behind the riddle, as well as gotten through his traps.

 _'The key to find this place was behind the meaning of the riddle of the grave itself. What did grave abbreviate for? Why six hours?'_ Ben began to surmise the second trial's test. _'A grave is a thing to describe the eventual **demise** of someone. Demise has six letters, correlating to six hours… And a thing that separated it from everything else related to it. You've figured it out, huh, Cana?'_

Ben hid behind the grave as Cana began to approach the large structure. Seeing the light that Mavis had placed, the brunette was naturally attracted to it.

"…So, this is it, huh? The First Master's Grave." Cana stepped forward. "But… Where is Ben and the Master at?"

Looking around, the Cards Magic user saw no speck of either. Sighing, Cana decided to go and take a look for herself at what this Grave was showing her. As she stepped closer, she gulped as she slowly tried to grasp the flames within the hole.

However, it was then that Mavis held up a finger, causing an invisible barrier to flash in response to Cana going into proximity of it. The brunette gasped as she opened her eyes, with Mavis swiping her finger to make the message she wrote out appear for Cana.

 ** _"Here lies one of Fairy Tail's sealed Three Great Fairy Magics: The River of Light that guides all Fairies, Fairy Glitter."_**

"…What does this mean?" Cana narrowed her eyes in wonder, before growling a bit. "Why is this here for? What I want isn't a spell!"

 _"Oooh… This little girl isn't understanding the message I wrote!"_ Mavis pouted.

 _"Er… No comment."_ Ben sweat dropped.

Cana started to become frustrated with this riddle. "Come on, what about the exam…? Master! Ben! Where the heck are you guys?!"

As she yelled, Ben started to sweat a bit, as he wasn't really expecting Cana to bellow like that. However, she must've known that the island was currently under a Code Red, so why was she here for? The exam was probably being postponed due to Grimoire Heart's attack here on the island.

After hearing nothing in response, Cana gritted her teeth in annoyance. "And even though I came all this way… Even though I might finally be able to become a S-Class Mage. After riding out these last _twelve_ years for this exam…"

 _"…Cana."_ Ben glanced over. He didn't know that Cana had been in Fairy Tail for much of her own life, pretty much for how long he even lived at then.

Gazing up at the sky, Cana began to recall her own memories that led up to this very point.

At a young age, her mother had died. She found out that her father was a Mage at Fairy Tail in her will… Gildarts, out of all people. Fairy Tail's number one S-Class Mage, their shining star and beacon of popularity.

She had traveled to Magnolia, and even joined Fairy Tail in hopes of telling her that she was his father…though the opportunity had always slipped past her. She had hoped that by learning Magic, and even becoming an S-Class Mage, would deem her worthy of being his daughter.

As much enthusiasm as she had, when the opportunity came to be an S-Class Mage came though, she would always draw up the short stick. Losing through the Trials from the past four years, Laxus, Erza, Mira; they had all gone and surpassed her.

She felt like she was merely the leftovers. That's why this time… If she could not pass the Trials this year…she would quit being a Mage of Fairy Tail and leave the city of Magnolia Town for good. She wouldn't be able to be worthy of being his daughter.

As her recollection ended however, it was then that a loud beeping noise made her gasp. Ben and Mavis peeked over, curious to what was making the noise. They watched as she went into her bag, only to take out one of her Magic Cards that was now glowing. It had an image of Lucy on it, with the silhouette of the blonde screaming out the word "HELP", alongside big bold letters of said word.

 _'Right… I gave Lucy this card. I promised that if it were to flash, I'd come to her rescue.'_ Cana remembered her promise…as well as the fact, that she had _abandoned_ her friend for the sake of this exam.

It was so clenching for her heart that she fell to her knees. It seemed as though she had figured out why she was so frustrated with her life. Everything that she had worked for was for the sake of recognition, but along the way, even she had forgotten all of the things that she had picked up along the way.

"What the hell have I been doing…?" She scolded herself, tears falling down her cheeks as she began to cry.

 _"Aw crap… I'm seeing another girl cry…!"_ Ben winced.

 _"But… This is essential for her."_ Mavis shook her head. _"Have you realized what my message was trying to say?"_

Ben looked over at her, but before he could answer, Cana started to look over towards the grave, her expression changing from guilty sadness, to that of founded determination.

 _"No… It shouldn't had turn out like this! I… I never intended to betray my friends, my family… I thought that it was too late for me, but now…"_ Standing up, she began to reach out towards the grave. _"I don't care about being an S-Class Mage!"_

That made Mavis smile, something that Ben blinked to as the brunette began to reach for the flames within the grave.

"I don't care if I tell Gildarts that he is my father—I don't care if I can't tell him how I feel! All I want now… Is to protect my friends!" Cana yelled as she dried her tears, forcing her right hand to grasp the flame.

Instantly, a bright yellow magic circle with Fairy Tail's insignia appeared, grabbing onto Cana's wrist as the energy brought out by it ripped the sleeve of her jacket. Sparks of energy and electricity began to attack her, but the brunette pushed on through, looking dead on towards the center of the flame's being.

"I don't care about anything else!" She confessed. "Just as long as everyone is safe! As long as we can all go home and laugh together! Be together as one, as a family! Because it doesn't matter if I'm in a Guild or not! My heart will always be in the same place, no matter where I am!"

As the light started to shine brighter, it was then that Mavis floated upwards, hovering in front of Cana's face as she held her arms out to her side. It was then that Ben noticed that his guild emblem started to glow a brilliant golden color, as well as Cana's.

 **"So please… Lend me the power to protect my friends. Because… I love this Guild, with all of my heart."**

It was then that Mavis placed her hand on her forehead, making Cana's eyes open as she felt the flames she grasped surge into her arm.

 _"Then… You have nothing to fear. Mistakes are not the shackles that prevent us from moving forward. They are in fact the lessons that are instilled in us, ones that help sustain and grow our hearts."_

Cana's eyes widened as the light died down. As she looked down at her arm, a glowing light faded off, revealing a red insignia of Fairy Tail on her forearm, wrapped around a red emblem resembling a shield of sorts.

 _"Now go… I grant you the power of the Fairy Glitter."_

 _'Master Mavis...!'_ Cana uttered, before smiling. "Yes…!"

Turning around, it looked like she was about to run off. However, before she could do so, Ben looked up, only to notice Mavis giving him a naughty smile. He frowned, but that quickly turned into a yelp as she flew behind him and shoved his body forward, making him tumble and land flat on his face.

"…Ow." He grumbled.

Cana stopped in her steps, turning around to see the brunet on the floor. Immediately, the Cards Magic user began to blush in awkwardness. "B-B-Ben?! You… Didn't happen to hear all of that, did you?"

"…Sorry." Ben mumbled. "Everything."

Cana's face turned bright as a cherry, but she quickly sighed it away. "N-Never mind… You heard my card, right? Lucy's in danger!"

"Yeah, I noticed. There's a large surge of Magic coming together near the eastern shore. I sense a few others there as well." Ben got serious as well, standing up and dusting himself off. "We need to go. Now."

"Yeah… But since when can you detect Magic?" Cana cocked a brow.

"…I'll answer that later." Ben avoided the question as he activated the Omnitrix. Slapping the core down after finding his selected alien, Cana and Mavis shut their eyes for a moment, before seeing XLR8 in his place. "Now, let's go!"

As XLR8 wheeled over and took hold of Cana, it was then that Mavis sneaked out, pouncing _into_ him… Or rather, the Omnitrix emblem on his chest.

 _"Let's go!"_ Mavis suddenly said, though her words appeared as a text screen on XLR8's visor. The Kineceleran looked over for a second, and even frowned, but he shook his head as he began to take off.

* * *

 **…**

To say that Cana's face was being splattered on would be…mildly inappropriate, but in a sense, kind of true. The being carrying her and Mavis was a creature that blasted off faster than the speed of sound, so to say that everything was a blur in her eyes was an understatement.

It didn't take long for the group to reach out to the eastern shore, only to find at the rocky entrances evidence of a battle.

Stopping at the edge of a dragon-like structure, Cana got off of XLR8, her Lucy card beeping like crazy. "This is it!"

Tapping the Omnitrix dial, XLR8 reverted back to Ben. Once he reverted, the duo looked over, only to gasp upon seeing a single Mage winning over against their friends. Natsu, Lucy, Carla, Happy, and to a surprise, Wendy, were being pushed down by some sort of invisible force, the caster being the man in question.

He was a tall, muscular middle-aged man with extremely long dark hair, which was gathered on the back of his head and tied in a clothed ponytail, reaching down below his waist, adorned by thin, dark strips crossing its whole length, and having his hair sprout from its end in a large tuft. He wore a light-colored, sleeveless cloth, reaching down to his knees and was held closed around the waist by a light sash. Below such cloth was a dark-colored shirt, and he wore a pair of dark baggy pants.

This was Bluenote Stinger, the Deputy Commander of Grimoire Heart.

"Hey! Over here, jerk face!" Cana yelled out.

Everyone looked over in joy to see the duo. Natsu was the first to respond, grinning in delight. "Ben, Cana!"

The rest of the crew also smiled at their friends appearing before them. They were glad that they weren't injured, as opposed to them at least. Gritting her teeth, Cana clenched her right arm and cocked it back as she leaped into the air.

"I'm going to settle this! You're not going to hurt my friends any longer!" She roared, a row of Magic Cards appearing in said hand as she threw them in Bluenote's direction.

Lifting an arm up, the Grimoire Mage merely stood still as the Magic Cards she flung down leashed were suddenly forced to drop to the ground in front of him. Upon reaching contact with the wet floor, they lit up, exploding right in front of his person.

"Wait, what just… Cana, wait!" Ben glared down at Bluenote, only to recognize the type of Magic he was using. He didn't have any time to react to Cana's next move as he activated the Omnitrix. "Shit, won't make it!"

 ** _"Fairy…!"_** Cana began to growl as the insignia on her wrist began to glow.

Just hearing the word and seeing the glow from her arm was enough to make everyone's eyes widen. They seemed to know what it is, despite never actually seen it before. Bluenote especially was surprised to see the Magic in question.

"There's light exerting from her arm?" Carla was the first to react.

Happy looked up as well. "What's that Magic? Is that Fairy Glitter?"

 _'…Impossible!'_ Extending his arm out and swiping it down, a purple magic circle flickered right above Cana's person, with Bluenote forcing a wave of gravity down on the brunette. It was hard enough to make her crash down to the cold ground with a loud crack of the stone. "You… That Magic that you were about to unleash…"

"It really was Fairy Glitter!" Carla confirmed, making Happy and Wendy glance to her in disbelief.

Jumping down to meet with Cana, Ben slapped down on the Omnitrix's core, engulfing him in a flash of light. Everyone covered their eyes, and as it vanished off, they witnessed Gravattack in the brunet's place as his landing shook the floor.

"You know, tell me when you're going to do something like that, Cana!" The rocky alien glanced over to the Cards Magic user. "I've got forms for this kind of scenario too, you know?"

"Lucy… I'm sorry that I left you behind." Cana confessed to her partner. "I have no excuse for my actions… But, believe me when I tell you this. If I can land this spell on him, this guy will be beaten down, no question about it!"

"Really? Hey, you must've found it at the grave!" Lucy's eyes widened in surprise as she smiled.

"Wait, what?! The grave?" Natsu sulked, marbles of sweat dropping down his face. "Shoot! I forgot about the exam! You… She was at the grave, all this time? Aw…"

"Forget it! We have more immediate issues right now." Gravattack barked. "Everyone, let's work together to defeat this guy! I'll keep him busy while Cana and you all gather back your Magic Power."

"As… If!" Bluenote however replied.

Stretching his arms out to each end of enemies around him, two magic circles flickered. As they glowed, two waves of gravity were released out in both directions, one aiming for Natsu and company, the other towards Cana and Gravattack. While Natsu was the first to be blown away, as well as Cana, Gravattack was unaffected, given his large stature.

Before he could get blown away though, the Galilean thrusted one of his arms out, causing his hand to be encased in a green aura that in turn targeted the two magic circles of Bluenote. A moment later, the Gravity Mage could feel his own fields being plundered down into the island's grounds before it could reach Wendy and the rest of the crew.

"…You know the way of Gravity Magic." Bluenote looked over towards Gravattack as he released his spells. "To think that Fairy Tail had someone of your caliber; Ultear was right about her information."

"Ultear?" The green-eyed alien cocked a brow. "What's she has to do with this?"

"That's for me to know, and for you to find out." Bluenote grunted, clenching his fists as he swiped his arms down. "Now, fall to my Gravity Magic!"

With a large magic circle appearing under his feet, a large-scale field of gravity slammed down on the surrounding area, nearly crushing everyone except for Gravattack. Even the alien was taken by surprise, being forced down to a knee before he could properly hold his own against Bluenote's Magic with his own gravikinesis.

While the bulky alien was busy with that, Bluenote took this moment to stare down at Cana, the latter who was attempting to get up. "To think that the very Magic I was looking for would appear right in front of me."

"You… Bastard!" Cana spat out.

"Fairy Glitter, one of the Three Great Fairy Magics…" He titled the spell out. "I shall be taking that from you."

"As if, buster…! Only members of Fairy Tail can utilize this Magic!" Cana argued over her body being crushed down. "You won't be able to use it!"

"That's what you believe. If you were able to trace the steps back towards the origin of Magic itself, you would know that all Magic originated from one spell." The Grimoire Mage countered, which made Mavis pout a bit from in the Omnitrix, causing the dial to glow.

The First Master appeared on Gravattack's shoulder as a hologram. _"That guy's a bully, isn't he? Even though he knows a little bit…"_

"What are you going about now?" Gravattack said to both Bluenote and Mavis, grunting a bit as he continued to resist against the former's intense field of Magic.

"Didn't I just say it? All Magic originally came from just one type… And those who are able to get close enough to that very origin will be able to utilize any kind of Magic." He explained. Raising an arm up, another magic circle appeared in front of his hand, causing Cana to be lifted up from the ground.

"So?! What about it?!" Cana barked.

"…Are you even sure that you can use that spell?" Bluenote then asked, making the brunette growl.

"What…? Of course, I can! What are you trying to say?" She answered with another question.

Gravattack gestured to Mavis, who tilted her head as she sweat dropped. _"Well… I think he'll explain it to you."_

"The Fairy Glitter spell takes incredible concentration to perform, gathering the very essence of Ethernano from the surrounding sunlight and moonlight. I'd say that you're lying!" Bluenote accused, clenching his fist.

Gravattack's eyes could only widen in horror as the field of gravity around Cana began to crush her body, making the brunette scream out in agony. He clenched his teeth in anger while glaring at Bluenote.

"But rest assured… I'll take good care of that Magic; once I pry it from your dead body, that is." Bluenote promised.

While Gravattack was contemplating on his next move, it was then however that Wendy, Lucy, and the Exceeds watched as Natsu released a cry of anger, lifting his face up before using the gravity pushing down against him to slam his head into the ground, creating a hole that smushed his face in.

"Natsu? We know that you're stupidly powerful, but even you won't be able to do much in this gravity…!" Carla scolded him, though Happy seemed to think otherwise.

"No… That's not it. Look!" He then stated.

Growling loudly, a magic circle flickered above his body for a moment, before glowing as flames started to erupt from the ground. **_"Fire Dragon's… Roar!"_**

Sending his flames down through the earth, they began to blast through in a straight line, before coming right underneath Bluenote and pouring out in the air as a result of not having any of his Gravity Magic affecting his own person. The intense heat of the flames forced the Grimoire Commander to release his hold on everyone else.

As everybody was freed from his Gravity Magic, Bluenote growled as he turned to Natsu in annoyance. "Enough! Out of my way, trash!"

Clapping his hands together, a large magic circle flickered in front of Bluenote. He was just about to activate it, but his attention was taken back to a certain gravity controlling alien as he used his own powers to take hold of Bluenote.

The Grimoire Mage's eyes widened as he turned around, only to see Gravattack grinning smugly while having both of his arms encased in a green glow. "You…!"

"I don't think you've been appropriately acquainted with **Gravattack**. How about I take you for a ride?" He then offered. "Ticket's on me!"

Before Bluenote could comment, everyone was taken by surprise when Gravattack began to levitate in the air. Contracting his body into his planetoid form, Gravattack used his gravikinesis to pull Bluenote into an elliptical orbit around his body. The Galilean increased his tugging on the Gravity Mage, and before long the black-haired man was being spun around him at senseless speeds, appearing as a blur in everyone's eyes.

"Yikes…" Lucy cried out in surprise. "Wouldn't want to be in there!"

"He's governing over the power of gravity to trap him in his gravitational field? Even someone like that Gravity Mage would have difficulty in maintaining his own Magic." Carla noted, flabbergasted as well to say the least.

"Imagine if he spun you like that, Natsu!" Happy said cheerfully.

"Dude…" Natsu commented as his face started to pale out. "I already puked so many times because of his shenanigans..."

Bluenote grounded his teeth together, trying to fight back against the pull; unfortunately, the gravity being exerted against him was too much for him to concentrate on his Magic. He felt himself beginning to become lightheaded while his vision became blurry. If he didn't do something soon, he would lose consciousness.

Inhaling, Bluenote slapped his hands together after deciding his next move. A magic circle appeared in front of his frame as his body began to glow with a purple aura, causing his own level of gravity to increase.

 ** _"Graviton Surge!"_** He yelled, throwing Gravattack's orbit off.

The Grimoire Mage began to slow down, until he increased his weight enough to land down on Gravattack's head and give it a double axe handle, sending his face crashing down into the floor.

"Ow…! No fair in changing your own level of gravity!" The planetary alien grumbled.

"Enough!" Bluenote barked as he then summoned another magic circle. **_"Concussive Blast!"_**

Concentrating an innate amount of Magic Power into his palm, he released a beam of solidified gravity, blasting Gravattack off from the floor and sending him flying into a wall. He dented the stone surroundings, landing on his legs as he rubbed the back of his head in uneasiness.

"Now… Fall!" The Grimoire Mage glared down at Cana as he grappled her again. "I'll take that Magic from your corpse!"

"Cana!" Lucy cried out as Bluenote was about to reach the brunette's throat.

Mavis however seemed calm. In fact, she was smiling. _"Oh? And here comes the next challenger!"_

"Ow…" Gravattack grunted, before looking forward to see a blur flash by him and stand in front of Cana. "Wait… Isn't that—"

 ** _"Crush…!"_** A certain voice uttered as it repelled Bluenote's arm away. In fact, it did more than that; it _blew_ him away, as if he touched an invisible and repelling force.

Cana's eyes widened in shock to see a familiar orange-haired man in front of her. As everyone else reacted similarly, Bluenote growled as he landed on his feet, skidding back dozens of meters before coming to a stop. To his surprise, even he felt a sense of danger from this man who blustered him away.

The protected brunette's eyes began to water up, becoming a stream of tears as the figure in front of her stood up in a straight posture. A flash of thunder roared over, revealing the face of a _very_ pissed off Gildarts.

"G-Gildarts!" Natsu cried out in joy.

"No way! Is it really him?!" Happy teared up as well. "He's here!"

 _'F-Father…?'_ Cana couldn't believe what she was seeing, and neither did Bluenote, forcing the Grimoire Mage to charge his Magic Power.

"…Natsu." The number one Mage called out to the Dragon Slayer as his own Magic Power began to gush out. "Take everyone here and leave."

Natsu frowned, but his expression changed upon seeing Gildart's face of rage. Happy and Carla gulped in nervousness as well, as the former had never seen the Crush Mage bearing such a look on his face.

"GO!" The Mage yelled, blasting for the towards Bluenote.

Responding to his actions with a frown, Bluenote swipes his fingers, causing a magic circle to appear under Gildart's feet and flip the part of the ground he stood on upside down. Not being phased however, Gildarts lunges down at his opponent with his Magic, destroying the broken piece of land and dividing it up into miniscule cubes.

The two Mages grunted as they cocked back their fists, Gildarts empowering his arm with his Crush, while Bluenote had increased the weight on his arm. The two clashed with each other's fist, blasting out a powerful gale of wind as a result of their Magics clashing against one another, bringing everyone, except Gravattack, off of their feet and sending them careening back.

"I-Incredible… Their very Magic is sending off shockwaves of energy." Wendy noted while rubbing a lump on her head.

"How much power do those old geezers have…?" Lucy chuckled weakly.

As the two Mages leaped back, Bluenote took off his jacket, tossing it aside. "You were able to push me back without the use of Gravity Magic… It really is you, Gildarts. The user of Crush Magic."

"W-We really should get out of here…" Wendy gave a thought out. "Like he said."

"Yeah… But…" Lucy agreed, but she turned to her partner, who seemed to be in confliction to what was happening.

To her surprise however, Cana agreed with no hesitation. "No, we should heed his warning. We would just get in Gildart's way if we stayed."

"Heck no! I wanna see how this goes out!" Natsu disagreed, his eyes gleaming in excitement. Lucy began to tug on his arm in an attempt to pull him. "Aw, come on!"

"Shut it, Natsu!" Lucy barked as she began to pull him away.

"I should probably go as well…" Gravattack mumbled. However, it was then that a floodgate opened in his mind as he noticed something about Gildart's appearance. "Hm… Or maybe not!"

 _"What do you have in mind?"_ Mavis looked over as Gravattack started to go for his Omnitrix dial.

* * *

 **…**

Back with Gildarts and Bluenote, as the Crush Mage sensed everyone except Ben going off, he sighed for a little before glaring back at Bluenote while lowering his face.

"This… It was supposed to be an important exam for all of them." He started to state. "It means a lot more to the kids that the adults bother to know…"

"…Utter nonsense." Bluenote scowled back. "What does it matter to me?"

"You would dare say that…? To trample on the determination that those kids will have... The ones who will eventually step out into tomorrow as the leaders of the next generation!" Gildarts growled. "That's what matters!"

Charging forth, Gildarts rocked his fist back. However, as he attempted to land a right hook, Bluenote did a sidestep, countering the Crush user with a left jab. It didn't proceed to do much damage, but it did begin to excite the Grimoire Mage as the two then clashed each other in the forehead, forcing another shockwave of Magic Power to blast off and tumble the very earth around them.

However, as they backed off, it was then that Gildarts, Bluenote, and Gravattack began to feel the very island begin to tremble. The Crush Mage looks towards the source of shaking, revealed to be the giant Tenrou Tree; it was actually falling from its throne!

"What? The Tenrou Tree is— _Ugh!_ What the?!" All of a sudden however, Gildart began to collapse down, falling to his knees. "What's going on? Suddenly… I can't feel any of my Magic!"

Seeing this as an opportunity of course, Bluenote grinned as he blasted forward, delivering a sex kick to Gildarts' face. The Crush Mage falls to his bottom, before looking towards the falling tree.

"The Tree? What's going on?" Gravattack was about to slap the Omnitrix dial, only to see the giant landmark falling over. "Mavis?"

 _"…The user of Great Tree Arc has invaded the island's very land."_ The First Master looked over, a serious expression glooming over her face. _"You may not be noticing it since your body doesn't rely entirely on Magic Power, but that Tree bestows those bearing Fairy Tail's crest divine protection."_

"So, if it falls, then it makes the opposite effect happen or something…? Then that means that everyone else on the island is being affected by it as well!" The rocky alien realized as he reverted back to Ben.

Bluenote grunted. "Damn you, old man… You must've given Azuma some weird orders, didn't you?"

Turning over to Gildarts, the Mage in question growled. "…Now what?"

"I'll simply have to kill you, as much as you've been flying." Bluenote begrudgingly said as he started to walk towards him. He kicked the Crush Magic user to his feet, before slugging him the chest with a blast of Gravity Magic.

"Say good night, Gildarts." Bluenote then said as he began to charge up a magic circle.

Gildarts' eyes could only stare at the acclimation of Magic Power in front of him. Before Bluenote could finish his spell however, Gildarts reacted with a snarky grin as a green wave of goo struck him in the face and hurled him to the ground.

Suddenly, Goop appeared and flew in-between Gildarts and the Bluenote, who was seen getting up a moment later with a look of disgust. The Null Fairy was seen floating with his Anti-Gravity Projector, glaring intensely at the Mage.

"Ha… Fooled ya." Gildarts joked. "While most of us might be Mages…"

" _I_ on the other hand don't really use Magic!" Goop yelled. Stretching his arm back, he cocked it forward, punching Bluenote away and off his feet. "Score!"

Gildarts whistled as he looked up. "Nicely done... So, these are the transformations I've heard so much about?"

 _"I've still gotta ask… How many do you have?"_ Mavis hovered around Goop's figure. The alien ignored the question to look at his enemy getting up. _"Or… I'll just ask later. Yep!"_

With Bluenote standing up, Goop could feel an intense glare being directed towards his person. It was quite understandable, given the Polymorph's very…disgusting form of physiology. Before the two could continue with their fight however, a massive pillar of flames came forth from the center of the island, right where the Tenrou Tree used to stand.

It was Azuma's Tower Burst, though it was on a much grander scale compared to the one he used to launch himself and Wendy to the other side of the island. Given its size, something must've been powering his spell. His guess…

"…Is he using the very island to power up his attacks?" Goop wondered. Mavis seemed to know, judging from her expression.

 _"Well, from what I've read… The caster is able to harness all of the power stored within the earth itself, including even a place like this. When altering the power source of a great mass of land, the user can even drain its Magic Power. And since Tenrou Island is a source of Magic Amplification for Fairy Tail's Mages, it's draining the power from them as a result."_ She explained, and although she didn't seem certain about it, it was deemed convincing enough to Goop.

"Then I really should finish this up…" He then looked back towards Bluenote, before leaping back and flying into the air via his Projector. "Hey, monkey head, can't catch me!"

Gritting his teeth, Bluenote began to fire off bursts of Gravity Magic in the form of condensed energy spheres. He fired them all off from a steady row of magic circles that moved along with him. This continued for a few minutes, and along the way, the sounds of explosions and fire could be seen and heard coming from the center of the island.

Whoever was there was fighting off against Azuma, either winning, or losing horrendously. After flying off and avoiding another barrage of energy spheres, Goop began to fly down in a circular motion, speeding up as he used his own Projector to increase the gravity on him. Upon garnering a huge amount of distance in a short amount of time, Goop went forth and smashed into Bluenote, sending him careening into the stone wall the trio were fighting in.

Reconfiguring himself, the Polymorph hovered near Bluenote, waiting for him to get up as he heard the Grimoire Mage grumble in pain.

"Ready to give up?" He asked.

"…Not quite." Bluenote however responded as a magic circle appeared above Goop, causing a wave of gravity to crush him and his Projector to the floor.

"Ben!" Gildarts called out.

"That thing is linked to your movement…" The Gravity Mage noted. "What would happen if I were to crush it?"

Swiping down his arm, another wave of gravity added onto the previously mentioned. While it didn't harm Goop himself, it prevented him from moving. Bluenote smirks upon sealing his movement, and as he stood above him, he lifted up his feet. "And now, like I was going to say to Gildarts… Good night."

However, right as he did so, Gildarts managed to muster the remaining amount of strength he had, lunging towards Bluenote with a tackle. Knocking him down, Bluenote growled as he got up, with his opponent now completely drained.

"…Even the mighty Gildarts is nothing without his Magic." Bluenote began to mutter, lifting his foot to stomp on the Mage's head. Goop's eyes widen as the Crush Mage grunted with each injury he took to his cranium.

"G-Gildarts…!" Goop called out, still being crushed by Bluenote's Magic. "M-Mavis!"

 _"Eh… I can't really do much. Most of the things I did thus far was because of the Tenrou Tree's abilities…"_ The blonde spirit did a guilty wink. _"However… I don't think you have to worry."_

As the Gravity Mage continued to stomp on Gildarts, it was then that Goop managed to see a bright glow coming off from the middle of the island. A malleable conformation of the colors of the rainbow, seeping back through the broken trunk of the island as a glow of yellow. All of a sudden afterwards, Gildart's guild insignia began to glow.

 _'H-Huh?'_ Widening his eyes, the Crush Mage felt his Magic Power coming back to his body. _'Alright…!'_

Before Bluenote could stomp on his face again, he caught his foot with his right arm, surprising the Mage. "What? You've regained your power?"

The Crush Mage glared at the man in response. "You've got some nerve stomping your damn foot on this handsome face… As a proctor of this exam, it ain't good to be taking a beating. It makes me look undignified!"

Forcing his arm up, Bluenote's body was sent up into the air. Gildarts then jumped to his feet, sending off a powerful right hook into his stomach. "I gotta look cool in front of the kids!"

As the Gravity Mage slammed into the wall, his hold on Goop was halted, freeing the Polymorph from the gravity trap. The Omnitrix dial on his Projector began to flash, reverting him back to Ben.

"Ugh… My neck." He groaned, cracking his neck a few times. "Gildarts, I'm going to check up on Natsu and the others!"

"Yeah!" The Crush Mage grinned. "They should be going towards the Resting Point. Meet up with them; I've got this fool."

Dashing off the same way that Natsu and the others did, Gildarts grinned as he watched him leave. After losing his figure from his line of sight, the Crush Mage turned back to Bluenote, his expression changing back to a scowl.

 _"Now then… How about I start getting serious?"_ He growled lowly.

* * *

 **…**

Now on his own, after Ben climbed up a slippery trail, he swiftly activated the Omnitrix and slammed the core down, filling the nearby area with a flash of light. A moment later, Aeroful replaced himself as he began to activate Aera.

Flapping his wings through the rain, he rounded a corner of trees and flew up through an opening in the woods. Along the way he came across the unconscious bodies of Grimoire Heart's guild members lying across the floor and around the island. He took a moment to fleetingly eye them off before continuing on. Thankfully, no one had been killed. Everyone was keeping their promise of not killing their enemies, at least for Fairy Tail's members.

Before going towards the Resting Point's direction, the green cat took a moment to also witness the giant Tenrou Tree, down and floating off the oceanic waters after falling from its base. It was a mystery to what could've done it, but Mavis had provided the information that Azuma was the culprit behind it. It was a bit confusing, as Ben though that the Grimoire Mage was more a fighter, rather than being a land devastator. Nevertheless though, it happened.

Approaching down, the Exceed figured that going down the paths where the most defeated enemies were located would the best option to lead to the Resting Point, as there would probably be a whole lot more of his guildmates there recovering from the first exam. And so far, it turned out to be working. Without any of Grimoire Heart's Mages or Seven Kin of Purgatory actively stalking out anything, the transformed Ben was able to travel freely towards the checkpoint.

Right before he got over there, he managed to find Wendy and the others just arriving towards the Point as well, with Carla floating down next to her partner.

"Guys!" Aerofel called out to them.

"Ben!" Natsu was the first to respond. "Hey, is Gildarts alright?!"

"Fine as a pickle. Had to intervene a little when his Magic got wiped out, but not much harm was done." The transformed brunet responded as he landed down next to them. "How's everything going about here?

"W-Well… Take a look for yourself." Wendy responded, a sense of worry lingering in her voice. "We just got here ourselves."

Before answering to her concerned reaction, Aerofel released his Aera, tapping his Omnitrix dial on his belt and in another green flash, returned to his human form, turning his face over to the sight Wendy mentioned.

Now at the Resting Point, there were a few more familiar faces. Freed and Bickslow were here, though this proved to be expected with Gildarts' return. However, an unconscious Rustyrose was laying on the cold, wet floor, groaning all the while.

Due to the skirmish that lasted between Lisanna, Mira, and Azuma, the Resting Point took quite a bit of damage, as well as the landscape. Luckily however, the Strauss sisters were able to pick together some of the leftovers to create a makeshift shelter for the rain. Though as important as it was to establish a checkpoint in this term of crisis, that wasn't the most important thing. Underneath said shelter actually laid some of Fairy Tail's Trial takers and other members; mainly Makarov, Evergreen, Gajeel, and Elfman. They were tucked inside layers of blankets to keep the rain from making their bodily temperatures drop. Just one glance over their bodies revealed all of the hardships they had endured over the last few hours.

"What happened?" Ben looked over to Mira. "I didn't expect Gajeel of all people to get knocked this badly. Did he face one of the Seven Kin of Purgatory?"

"Regardless, I'll be able to fix them up in a jiffy with my Magic." Wendy reassured everyone as she started to walk over to the injured trio.

"Are you sure?" Lisanna turned to the petite girl as she went down to her knees, placing her hands over Elfman's body. "With this many people here, even if you got Elf-niichan and the others up…"

"I have to do though!" Wendy insisted, though at her words, she began to hesitate. "But… You make a point."

"Save your strength, Wendy. You've been using Magic all day long." Carla recommended.

"Not to mention that you also went into Dragon Force as well." Ben smirked. "That was pretty sick, by the way."

Natsu blinked, turning over to the duo in surprise. "Wait, what?! Wendy, you achieved Dragon Force? Woah, that's amazi—I mean, never mind…"

"Discussions about the past later." Ben then proposed to change the topic. "What happened over here, Lisanna?"

Glancing back at Ben, Lisanna gestured over to the comatose Rustyrose. "This guy over here attacked us. During that time however, for a moment, our Magic Power disappeared. We were about to keel over; but luckily for us, Freed and Bickslow were here."

"However, even then, we still had a disadvantage with trying to protect the injured people here… This situation's gotten really dire all of a sudden…" Mira glowered sadly.

"Don't be sad, Mira!" Happy however tried to cheer her up. "We'll get through this, I know we will!"

"If one thing's for certain, it's that this won't go accountable…!" Natsu declared, cracking his knuckles. "Right, everyone?"

"Definitely." Lucy agreed.

Everyone else agreed on that one statement, however, the next thing was to plan out the group's next move. With so many injured people and liabilities around, there wasn't much that they could currently do. Not while everyone else was still scattered about on the island. Gray, Juvia, and Erza were still somewhere else, either lost, or fighting against a member of the Seven Kin of Purgatory.

"So, what's our next move then?" Freed spoke out. "With the Master in this condition, and Cana unconscious as well…"

"Things just got a whole lot messier…" Bickslow cupped his chin, leaning his head against his arm. "What the hell's going on here all of a sudden?"

"Well, from what I recall… Grimoire Heart's battleship is located and anchored over across the east side of the island, relatively close in fact." Lily revealed. "We know where they are at least, so perhaps we can plan some sort of sneak attack."

"That's true." Levy nodded, adding onto Lily's though with her own strategy in mind. "We could split off our current members into two groups. One can focus on the defense, staying here to defend the Resting Point and everyone that's recuperating. The other team can gather up and go after Grimoire Heart's headquarters and settle this."

"We'll have to search for Erza and Gray first then." Ben suggested. "It's better to have everyone here for our final assault."

"Nah, they'll catch up with us…" Natsu intervened, stretching his arms. "They'll know where to find us. Ben, Happy, Lucy, come on, let's go!"

"Aye, sir!" Happy raised a paw.

"W-Wait, me?" The blonde pointed to herself. Happy nodded. "Why though?"

"I mean, we're on the same team though, right?" The cat asked, as if it were common sense.

"Er… Well, yeah… But wouldn't you rather have someone else accompanying you guys? I just fought against Capricorn, Kain Hikaru, and a whole bunch of other guys. Even with my Magic replenished, I'm still pretty worn out." Lucy tried to excuse herself. "Why not Freed or someone else?"

Freed turned over her, hearing his name while he and Bickslow were discussing some stuff with Levy and the others.

"Hardly. To protect the others, my runes would help them the most." He argued.

"Go on!" Bickslow grinned. "Just leave the defense to us!"

Wendy clenched her fists as well, a strongminded expression on her face. "I'll go with you all though! You're going to need the support!"

As she said that though, all of a sudden, a bolt of lightning sprang forth, scaring the living day lights of out Lily, who covered his ears in fear. However, despite this comical scene, he remained as determined as ever to go along with this.

"I-I shall go as well! I have to pay them back for what they did to Gajeel!" The black furred Exceed declared.

"Please do so, you all." Levy asked the chosen members. "I'll be able to fortify Freed's runes with my own Letter Magic."

"And I'll provide the manpower in the case that we get attacked again." Lisanna decided. "We can't have all the major powerhouses going out of the way to the end."

"And that…" Ben started, cracking his knuckles. "Is a wrap for what we'll do. We have our teams now. The attack team should have recovered most of their Magic Power with the resting we've done, so we should be good."

"Then let's go! We've got a Dark Guild to smash down!" Natsu roared as he began to run off.

Everyone watched as the others started to join up with the Dragon Slayer. First it was Lucy, then the Exceeds, and finally, Ben and Wendy. Right as their figures disappeared into the shadows of the woods, Lisanna grasped her hands together, praying for their victory.

 _'…Please survive, Natsu.'_ She begged.

* * *

 **…**

It was around a few minutes later when Ben and Fairy Tail's attack team had gone through most of the woods surrounding the mess that was Tenrou Island. Masses of water all around them, puddles of dew, the tripling vines and roots of the massive trees. They were running down a stone trail; Natsu in the lead while everyone else tailed closely behind.

As Natsu approached a nearby slab of stone, he sniffed the air, smiling. "Ah… I knew it!"

Wendy sniffed the air as well. "Oh! Hurray!"

As the two Dragon Slayers looked down, the sound of their footsteps, along with everyone else's, garnered the attention of a certain onyx-haired and red-haired pair of Mages. Gray was seen limping over, with Erza supporting her body. The latter was in her Clear Heart Clothing, while Gray had his shirt tied around his waist to cover a piece of ice he had on his hip.

"You guys…!" The Ice Mage glanced up.

"Gray! Erza!" Lucy smiled. "You guys are alright!"

"Well, not really all right… But… Eh, whatever." Ben didn't feel like retorting against this event. "So, ready for the final battle?"

"You even need to ask?" Erza smirked.

Grinning, Wendy immediately went over to heal up Gray. Much to the Sky Dragon Slayer's surprise, Gray had in fact battled with Ultear, and froze his own blood to fight her off against her Time of Ark. Apparently, it could only work on non-living things, or things that really didn't have a conscious view. Since blood was a part of a living thing, Gray utilized his red innings as a weapon with his Ice-Make.

After healing him, the group commenced their traveling to the eastern side of the island. It was a silent journey, as all of the members were preparing themselves for the battle of a lifetime. Even Ben didn't try to give off a snarky reply as the nine finally approached the stone cliffing of the island, only to see a gigantic black hull right in front of them.

Looking up, a bolt of lightning flashed, revealing a lone figure on the edge of the deck. It was none other than Master Hades, his straight figure looking down on everyone.

"…To think that the Seven Kin of Purgatory, and even Bluenote, would fall to you all." He said out loud. "Perhaps I should admit that Makarov's kids have done well?"

"Well, sad to say, too late to regret. You're going to have to fighting us now, old man." Ben threatened. "Are you up for it?"

"I suppose." Hades replied with a monotone reaction. "The games between the fairies and devils will have to concede now. Now then… How shall I play with you all… Fairy Tail's third generation?"

Everyone gave the old man a couple hard stares and glares. Natsu especially had a furious look on his face, probably for wanting to get revenge especially for what the Master of Grimoire did to Makarov. As Ben was about to activate the Omnitrix, he went into his pocket, taking hold of a device. He gave a squeeze, pressing a button that no one would hear.

Hades lets his arms dangle down as he turned around to walk. "Come at me if you dare then, Makarov's kids."

Walking back into the airship, everyone stood still for a moment until Natsu began to go on a mini temper tantrum. "Oh, what?! Hey, _you_ come down _here_ , you old fart!"

"Damn geezer…" Gray growled. "Thinking he's all of a hot shot…"

"The one who injured the Master, huh…" Erza whispered to herself. "We should proceed with caution."

"If we can beat that guy up, then we can all leave the island safely, right?" Wendy turned to Ben. "They'll be forced to leave if we defeat their Master."

"Naturally." The brunet replied as he activated the Omnitrix. "But it's not going to be easy. It's _never_ easy in these kinds of scenarios."

Natsu sighed, but he then turned to the Exceeds. "Happy, Lily, Carla. I've got a favor to ask of you."

"Hm? What's up?" The blue cat answered first.

"While we're busy dealing with Master Hades, see if you three can search around the ship for its power source. Destroy it if you can." He requested.

"Ah… It would be a problem if it started to fly around again, right?" Happy nodded, only to snicker. "For you, I mean."

Natsu didn't seem to deny it, but he didn't want to straight out admit it. He scratched his cheek a few times in awkward motion, only for Wendy to smile and walk up to him. Placing her hands near him, a faint glow exerted from her palms, enveloping him in a thin aura of blue.

"There. My Troia should keep you good until this is all over." The blue haired girl smiled.

Carla and Happy nodded. "Just leave it to us. You're the ones going to be fighting the hard battle after all."

After deciding their course of action, Gray inhaled deeply, before slapping his right fist into his left palm. His eyes glared at the tip of the deck as a blue magic circle flickered in his hands.

"Now then… Let's get this party started!" He yelled, slapping his hands down onto the floor. **_"Ice Make: Stairs!"_**

From the ground right where Gray slapped his hand down, a magic circle glowed, projecting a lengthy and thick uprising of ice that formed into a broad stair case. It smashed into the deck, securing it in place.

"There. Let's go!" Gray ordered.

Slapping down the Omnitrix dial, Ben began to transform as Natsu, Lucy, and Erza began to sprint up the translucent steps. After getting back onto his feet, the light vanished away, replacing Ben with an alien resembling a mixture between Big Foot and the infamous Sasquatch.

This alien took on the presence of a slim, muscular beast-like humanoid alien. He had white, gray, and blue fur, along with a grey face. He had green eyes with no pupils. He had metallic gray circular bolts on the back of his hands and on his lower jaw, along with two bolts on the side of his wrists He wore a black and white uniform, which had yellow lightning streaks on his waist. Wearing the Omnitrix dial on his chest, the Fairy Tail insignia appeared on his left shoulder.

 **"Shocksquatch!"** He yelled off with a Canadian accent, a bit of static in his voice as well. "Let's _charge_ in, eh?"

Not even bothering to retort against that pun, Gray and Wendy began to follow the furry alien up the steps while Happy, Lily, and Carla went over towards the bottom of the ship.

It didn't take long for the trio to catch up. Beginning to near the end of the steps, Erza gave out one last order. "He's a wizard on an even higher level than Master Makarov. Fight like this was your last day to live! Go all out from the very beginning!"

"Yes!" Wendy replied loudly as she began to inhale the surrounding air to replenish her Magic.

Gray growled as he began to take off his shirt. "I'll give that crappy old man what's coming!"

"It's all or nothing!" Lucy barked. "We don't have time to think about the stuff that'll happen afterwards!"

Leaping from the end of the steps, all of the Fairy Tail Mages went straight at the elderly man, a confident smile on Hade's face as the battle to decide everything was about to unfold.

"Come on then, Fairy Tail." Hades gestured. "I'll end this sad story for you…"

* * *

Chapter 53 is now complete!

With some of the other reviews and such, I did take note on how some of the re-done chapters could use a bit of fixing, not much with the grammar and stuff, but the overall plot that I had originally for that. Such as Ben introducing himself to the Fairy Tail guild so nonchalantly during the first few chapters. I originally had the mindset that he felt guilty for destroying the guild hall, and since he showed them Clockwork and his chronokinesis, he might as well have introduced the alien device as well.

A few more suggestions for the activities after the Tenrou Island Arc. The seven years difference, the Infinity Clock, the Grand Magic Games... Here's what I've been thinking thus far.

1\. Now obviously, with the seven year difference between Edolas and Earth Land, Edolas Ben will have most likely found a way to link their worlds, or at least be able to communicate with them. Now, he might not want to actually traverse between the two worlds, as it would most likely cause some problems to occur. That's exactly why Mystogan chose to hide his identity as the Edolian version of Earth Land's Jellal. That's not to say that he won't try to figure out what's wrong, but it's interesting to see what'll happen over the course.

2\. Regarding Ben's Anodite transformation. So far, he really doesn't have any sort of experience or control with it. It's pretty much like a lesser or lower quality of Gwen's powers from Alien Force and Ultimate Alien. Simple actions, like surging Magic Power through his body for enhanced attacks may be possible, as well as sensing energy from locations is something that's feasible, but the things that Gwen can do, like creating portals, constructs, teleporting, energy blasts and other things, it'll be a while before Ben can learn to do that. And regarding the key from the Loki Arc, I plan to rewrite that into the story for Lucy's sake. I'll let you know what I come up with.

3\. The Infinity Clock Arc will go relatively similar to how it does in canon, but what are your guys' thoughts? Should I mix some stuff about? And in what way?

4\. Now the Grand Magic Games Arc will go a bit different of course. Some characters being alive and well will create a vast difference in action compared to canon. Milliana and Kagura might be a bit stingy about Jellal, but they won't be outright murderous and full of hatred towards them due to Simon being alive. And instead of Laxus, I plan for Ben to be the one to take all of Raven Tail down. Originally, the only reason why Laxus was chosen to fight amongst Ivan was because he thought that the blond new about Lumen Histoire, but may change his mind with how influential Ben might be. Making him the leader or the head of Team B might be interesting to make.

Regarding character interactions will go; Sherria will of course be interested in Ben, which will prove to be quite a handful for him and a certain Dragon Slayer. Also, with the rumors of the infamous Null Fairy, as well as the old Fairy Tail team finally returning from their slumber/suspended animation of seven years, rumors and other wording might go out. Sting and Rogue might be interested to see if he has a Dragon transformation, which may insight a tinge of interest in Minerva. The Kingdom of Fiore might be interesting in how he can contribute to the Eclipse project, but only time will tell.

And so...

That's pretty much what I wanted to say. Regarding my other stories, a new upload for My Omnium Academia should be up soon, as well as for The Huntsman from the Void. The remaking of the early Null Fairy chapters will also be coming by, so please look forward to them. School has been such a chore, so please, I hope you understand.

Anyways, that's all from me. Please read and review, comment and PM! Let me know what you guys thought of this chapter, and to see if there's anything I can improve or add to it! I hope you all have a good day. Peace out until my next upload!


	54. There Were Devils (Tenrou Island VII)

**Welcome back to the Null Fairy!**

 **Well, I've found time in-between my studies and summer work to bring you this newest addition to** **the story** **.**

 **I really appreciate the support I've been given so far, and I'm sorry for the super late update once again. However, summer vacation is coming up, which'll mean I may have lots of time for stuff like this again!**

 **Anyways, let's check the reviews and such, yes? This one is a penultimate start to the last chapter of the Arc!**

 **RedDragonforce 1** **:** Oh, that's a nice suggestion! I mean, going about it… Cana is technically the only person who actually succeeded in finding Mavis' Grave within the six hours' time, despite her knocking out Lucy in the progress. And yes, permission to wield Fairy Glitter is an honorary mention of proof for such a case. And speaking of replacing who on the second team of Fairy Tail, it's really becoming a struggle as to who though honestly. People have given me quite the amount of suggestions and evidence to do so. Cana's involvement was mainly for the sake of only using Fairy Glitter to smash the Magic Power Scale into smithereens, and Juvia was really only useful in the Water Dome Battle. Jellal, while it was nice to see him in action, _yes_ , it's technically illegal for him to be in the team as he's not a member of Fairy Tail. Lisanna replacing Elfman could be a bit interesting as well, but I was really adamant on the Bacchus and Lizardman Elfman fight yo.

And Poison Dragon Slayer elements for Wendy? Oooooh boy… I can already image some kind of sadistic version of her… Or at least an Alter version. Fate Grand order, please save me from Saber and Jeanne Alter.

 **LoamyCoffee:** That's a bit true. However, as of now, because of Meredy and Ultear's departure from Tenrou Island for on-going plot advancement reasons, unfortunately I won't be able to have the two girls mangle with each for Ben's affection, at least not at a similar age that is. Regarding the Dragon transformation, I've been reading up on Fairy Tail: The One Hundred Year Quest Manga, and boy was I surprised by the number of Dragons present. I figured that since they can also revert down to a human form like Acnologia, Ben should be able to do so as well, given though that because of his lack of experience, he still might feature some draconic traits, like horns or a tail.

 **CT7567Rules:** I'm _really_ struggling on the question on who to beat the crap out of Raven Tail. Laxus was there in canon because Ivan wanted to gut out information from him regarding Fairy Heart, but I figured that perhaps even Ben might have some information that Ivan would want, and whether because of the Omnitrix, I'll leave it for everyone else to figure out. Regardless though, I'll eventually make my decision when the time comes. But I had to release Ben though… Rath. Yes. Smash.

 **Ultimate10:** Senpai noticed me… YES!

And there's a bunch more of things that I would like to discuss with you all, but I think I'll save it for the next chapter. After all, _that_ one is going to be the finale of the Tenrou Island Arc. This one will likely include a lot of OG content, so it'll probably be a bit interesting for all of you to read. However, we'll get to that when that happens… So for now, please enjoy this chapter! I own nothing related to the subject of **Ben 10** nor **Fairy Tail**. Please support the official releases, and happy reading to all of you! Thanks for over 1,800 Reviews, over 800 Favorites and Follows, and over 460,000 Views! This is for you guys!

* * *

 **Chapter 54:** _There Were Devils…_ (Tenrou Island Arc Part VII)

 **…**

To say that this was the final battle would be an understatement. With the Master of Grimoire Heart, the same man who singlehandedly defeated Makarov being right in front of the Ben and company, things were definitely about to heat up. Not only with the Dark Guild's interruption with Fairy Tail's S-Class Exams, but with Mest and his infiltration into the scene involving the Magic Council as a third piece of the four sectioned pie. Fairy Tail, Grimoire Heart, the Magic Council, and the infamous Black Mage, Zeref.

As Ben and everyone else arrived at the edge of the deck, naturally, the first to attack was everyone's favorite hot-blooded Fire Dragon Slayer, flaming fist cocked back as he blasted off from the wooden floor of the ship.

"HADES! You wanna see real power?! How about you taste the might of Fairy Tail then!" Though the Fire Mage clearly made his presence known to the Master of Grimoire Heart, Hades simply smirked, shuffling his long beard while remaining still. Unlike his usual antics though, instead of wanting to give a direct smack to his face and go towards him in a reckless and relentless approach, Natsu's fire fist extended out into a stream of flames instead, similarly to how Macao's Purple Flare worked.

Despite the unorthodox method of attack however, Hades remained calm, placing out a palm that spawned a small magic circle. Before the flames could roast him, a spherical barrier was erected around his person, causing Natsu's flame attack to blast off around in separate directions. "Fairy Tail's might, you say? You'll have to present something significantly better than this to me then tha—"

Answering his retort however were Gray and Erza; the duo utilizing Natsu's continuous streak of fire to camouflage themselves as they ran forth. Once again to a slight degree of wonder, Hades did not expect such a coordinated attack, this time with the slight widening of his eyes to show so.

As Natsu's fire finally dissipated, the two Mages had already begun to launch their attacks.

Out from her previous garments, Erza's body flashed into her Black Wing Set, while Gray had begun to construct a monstrously large broadsword. The scarlet haired warrior yelled as she swiped her sword out twice, creating a wave of energy in the form of a cross pattern. _**"Black Wing: Moon Flash!"**_

 _ **"** **Ice Make: Cold Excalibur!"**_ Gray was no slouch either, finishing his construct weapon as soon as Erza launched her own barrage of attacks.

Being pummeled by Erza's sword beams, Hades was sent skidding back a few meters, only to be slashed across his chest by Gray's cold blade, summoning forth a large pike of ice underneath the Grimoire Master's feet. The old man was covered head-to-toe in seconds, before being sent careening towards the opposite direction of the duo as Gray detonated the hoarfrost.

Flying towards Lucy next ward, the blonde swiped out a familiar golden key whose teeth bore a resemblance to an axe. She swiped it down, causing a cyan terracotta magic circle to flicker in front of her.

A moment later, the familiar humanoid bull Spirit was summoned forth, cranking his giant labrys above his head. _**"Open, Gate of the Golden Bull: Taurus!"**_

Right before the Spirit could smash his weapon down however, it was then that Wendy and Shocksquatch intervened, adding their own effects to this one attack. The hairy alien quickly shot out a blast of electricity from his palms, enticing Taurus' weapon with a yellow glow and causing a thunderbolt to rain down right as the Spirit crushed his weapon onto Hades.

"Wendy!" The alien called out to his partner, who made her movements immediately in response to his words.

 _"O strengthen of arm to cleave the heavens…! O smiting of armor that protects the heavens…! O swift wind that dashes through the heavens…!"_ She started to chant, a field of magical wind surrounding her as she swipes her arms out in various poses. Immediately as she completed them, a sky-blue magic circle appeared in front of her as she casted her spells. _**"Arms! Armor! Vernier!"**_

Right as she exclaimed those enchantments, Gray and Erza were surrounded by layers of auras, a mixture of three colors verifying the activation of her three different enhancement spells. The scarlet haired Requip Mage and onyx haired Ice Mage made their next moves as they flew at the Dark Guild Master and attempted to slash at him with heightened agility and power. Master Hades, however, saw this coming surprisingly, and dodged a slash from Erza by sidestepping to his left.

Gray added onto the relentless swinging with own his blade, trying to land a blow, but Hades avoided his attack with relative ease as the Ice Mage sliced his Cold Excalibur in a left arc, prompting the old man to leap above its attack range and move in the opposite direction. In midair however, he corrected himself and landed on hid feet. When he lunged at him again, he swung his blade down onto the deck, causing a shockwave of ice to mantle its way towards Hades.

To a surprise, even with Wendy's enhancements, the Grimoire Mage continued to avoid damage by the hair, leaping back out of a dust cloud that Gray created. Knowing that Erza would try to take advantage of this moment, he instinctively ducked, narrowly avoiding the decapitation of his head.

"Well, you kids are certainly annoying…!" The bearded Mage responded by placing a hand out, spawning a magic circle that launched out a long chain. It was decorated as an object made of energy, with white rhombus like figures holding out as the links as a triangular grappling hook made its way towards Erza.

It didn't take long for the end of the hook to latch onto Erza's neck, making her to gawk in discomfort before the Grimoire Master tugged his arm back. As Gray was about to made a move behind him, Hades leaped into the air, making the redhead collide into the Ice Mage. However, it wasn't all that bad. Before they could crash into a part of the deck, Shockquatch leaped over, catching them in his arms as Natsu leaped above Hades.

"Oh?" Hades glanced up, releasing his chain as flames started to engulf Natsu's arms.

 _ **"** **Fire Dragon's Wing Attack!"**_ The Dragon Slayer yelled in response, smacking down a twin helix of flames onto Hades and forcing him up into the air.

Despite another injury being inflicted onto his body, Hades remained calm as ever, twirling midair to launch out another chain while upside down. It clambered itself onto Natsu's neck, with Hades beginning to swing him around like a cowboy.

Shocksquatch and company however saw this coming. Erza quickly Requipped back into her Clear Heart Clothing, unsheathing a long, dark katana. She slashes down on the chain throwing Natsu around, which amused Hades to a degree

"Ben!" Gray yelled, calling out for the shapeshifter. Not needing to answer verbally, Shocksquatch slapped his Omnitrix dial, a flash of green light blinding Wendy and Lucy for a second as Crashhopper took the Gimlinopithecus' place.

Grabbing hold of the Ice Mage, the insect-like alien crouched down a made a jump towards Natsu within a moment's passing. Letting go of Gray midway, this allowed the Ice Mage to slap his hands together and create a gigantic ice mallet. As he went skidding right to where Natsu was, the two didn't even need to communicate as the Fire Mage recovered midair, landing feet first onto the face of Gray's construct. As the onyx haired teen let out a cry of exertion, he swung his mallet outwards, propelling Natsu towards Hades. Crashhopper, Lucy, and Wendy made their next moves in conjunction, with the former once again tapping his Omnitrix dial and transforming into Heatblast, and the blonde swiping out another golden key.

 _ **"** **Open, Gate of the Scorpion: Scorpio!"**_ Summoning the red-and-white haired Spirit, Scorpio quickly took aim and launched out his Sand Buster. "Please, Scorpio!"

 _ **"** **Sky Dragon's Roar!"**_ Wendy howled out as well as she finished gathering a large amount of air in her puffy the petite Dragon Slayer released a blast of wind, Scorpio began to merge their spells together, surprising Hades as it began to form into a Unison Raid.

 _ **"** ** _S_ and-Gusher Theta!" **_Scorpio yelled with a grin as he synced up perfectly with Wendy's Roar, blasting Hades' back with a powerful twister of sand and wind. On the other side, Erza and Gray watched as the Pyronite in front of them released a monstrous stream of flames from his mouth, propelling Natsu at an even faster rate and even dousing him flames as he began to spin around, adding more momentum to the incoming attack.

 _ **"Fire Dragon's Sword Horn!"**_ Smacking dead set into Hades' gut with a skull-breaking headbutt, the Master of Grimoire Heart wailed, though only to cry out in response the next attack from the other end.

Quickly getting out of the way, Natsu, Erza, Gray, and a now reverted Ben all made their way back to Wendy and Lucy as they watched Hades fly all the way to the end of the deck, crashing into a metal wall with a loud smashing sound. The mass of magic attacks ended up creating a massive dust cloud as everyone got together.

"D-Did… Did we get him?" Lucy dared to ask. " _Please_ tell me that we got him…"

"I'm not entirely sure…" Erza admitted herself. "We'll have to wait and see. Be alert."

Waiting for the crumbling parts of the deck to finish falling, everyone waited for their enemy to respond from their ongoing assault. From the wreckage however, Hades shocked everyone as he climbed out of it like nothing ever happened, though if anything, they managed to scorch his cape and tear it to shreds, making him toss it aside as he began to walk out towards the group.

"People say that you learn from your mistakes. That you garner precious experience… However, what if that mistake turned out to be a true one? One that doesn't leave one with any experience whatsoever?" The old man started to go off.

"You've got to be kidding me…" Gray's eyes gawked over. "And after all of that?! We were going all out!"

"Well, you didn't expect this to be easy, did you?" Ben couldn't help but retort, but even he was a bit skeptical to what he was currently seeing. "This is a Guild Master we're talking about."

"But… Still!" Wendy covered her mouth in disbelief. "That should've done something at least…!"

Lucy glared at him in shock. "There's not even a scratch on him!"

Natsu seemed to sense something strange radiating from Hades however, narrowing his eyes. "…His Magic Power. The very nature of it… It's changing—It's getting stronger!"

Smirking at all of their reactions, Hades cracks his neck before continuing. "Now then… I believe we're done with the warm-ups now?"

Right as he said that, Ben and everyone else suddenly started to feel an immerse amount of Magic Power radiating from Hades. The very air was becoming gloomy from the pressure he was exerting. Some of the group started to panic a little, as shown by Wendy and Lucy's eyes contracting a bit. Even Natsu, Gray and Erza were left speechless by Hades.

Ben himself… All he felt was a rising sense of bloodlust coming forth from the Dark Guild Master in front of him. Suddenly, as they all looked forward, he immediately went for the Omnitrix as soon as he started to sense some invisible energy coursing all around Hades' body.

 _ **"** **KAAAAAAAATSU!"**_

Wendy's eyes widened in fear as she felt something going towards her. An invisible, yet horrendous force that Hades declared was the perpetrator for her death. She could sense it coming at her, though her legs wouldn't move. She could only tremble and stand still as she closed her eyes…

 _"—Wendy!"_ Ben cried out as he dived towards her in an attempt to protect her, ignoring the alien device on his arm entirely.

The force traveled at Wendy, and was right about to strike her in the face. As she shut her eyes to await her fate, suddenly, instead of feeling knocked out, killed, or even outright annihilated as she expected, nothing happened. She opened her eyes upon hearing a pop of light consuming both her and Ben. Gazing around, she sees that instead of being on the ground, she was laying inside a confided space, as if she had been swallowed up by another entity... Alongside with someone else unexpectedly.

To everyone else's surprise… Both her and Ben's clothing had stayed where they once stood, leaving only the garments they wore as they fluttered down to the ground of the deck in front of Natsu and company.

 _"_ … _What? BEN! WENDY!"_ Natsu screamed out. "What the hell did you do to them?!"

Hades seemed to be surprised by Ben's bold attempt at saving Wendy, but cocked a brow in amusement nevertheless. "Hmm… Completely annihilated without a single trace of their bodies remaining? That's quite pitiful… Maybe I should just erase you all one at a time to let you join your friends."

"W-Wendy…" Lucy's eyes twitched in horror.

"Ben too…" Gray could only growl in anger. "What the hell have you _done_?!"

Natsu could only stare at their garments in disbelief. "No… You've got to be kidding me…"

 _"Indeed. Calm down, everyone. Quit panicking—"_

 _"A-As if I could calm down like this! Kyaaaaaa…!"_

 _"H-Hey! I'm not touching anything on purpose!"_

The sound of a familiar grandfather clock Spirit brightened everyone's faces as they all looked towards the ceiling of the ship. Everyone, even Hades, gazed up to see the Spirit in question hanging off from the ceiling.

" _"We are safe… Kya…"_ , is what she says with slight embarrassment for her predicament." Horologium uttered out Wendy's words.

"H-Horologium!" Lucy's jaw dropped in awe. "Are Ben and Wendy within you?!"

"Oh, thank goodness…" Gray sighed in relief, sweating a few marbles down his forehead. Natsu sighed heavily as well.

"My Automatic Danger Response Mode had been activated." The Spirit revealed, which immediately made Lucy's expression do a 180.

"Wait… What? Y-You know… I _kind_ of remember myself being in danger a couple of times…" Lucy retorted, recalling all the times she was in danger and Horologium didn't help. She sweat dropped in response to Horologium's apparent sense of danger.

Horologium seemed to be empathetic, though responded nonetheless. His body began to shake a little as well, probably because of the occupants within him. "The level of danger was exponentially higher than anything else previously confirmed. I am very sorry for that."

" _"T-Thanks for the save, Horologium… T-Though…"_ , is what he says, also with slight embarrassment to his predicament." The Spirit echoed Ben's words, which only proved to pull a nerve on Erza's forehead.

"Just as annoying roundabout as always, huh?" Gray smirked, but it was then that the pile of clothes began to bring up a question in his, as well as everyone else's thoughts.

"But… Speaking of which… Why are their clothes the only things that are left here for?" Natsu was the one to point out the fact.

Erza looked like she was going to go full bloody murder based on what Horologium answered.

"It was an emergency, so only the people themselves were protected." The Spirit answered, which made Gray's face go a bit rosy as he awkwardly looked towards the center of the Spirit's body. "I had to ignore everything else unfortunately."

Erza looked like she was about to explode in rage and murder a cat.

"W-W-W-Wait a freakin' second then…! THAT MEANS…?! Wendy, Ben?! In there, you guys are—"

" _"—Utter one more word, and no Healing Magic in the world will be able to fix what I do to you!"_ , is what he says in a threatening, yet still embarrassed matter." Horologium conveys Ben's sudden threat, which immediately shuts Gray up.

" _"Kyaaaaaaaaaaaa! I didn't think I'd show someone my birthday suit so soon!"_ , she squeaks out in deep embarrassment, but also seemingly in slight amounts of…happiness? How peculiar." Horologium notifies everyone about the situation as well.

"BENJAMIN! YOU BETTER NOT BE STARING AT HER!" Erza growled loudly. "I will _personally_ discipline you if that is the case!"

" _"T-The first thing I did was cover my eyes when I saw her being with me! I huddled around her to keep her from harm's way! I-I swear!"_ , he yells in fear, yet also in high amounts of embarrassment as he struggles to keep his arms from touching any inappropriate places." The Spirit conveyed the Omnitrix wielder's concerns as his body began to shake again.

However, it was then that a flash of light was seen from within Horologium, the shaking stopping immediately afterwards. "Now then, please, change into these."

After calming down, Erza smiles. "Anyways… I applaud you for your efforts, Horologium. I give you our thanks."

"Yes… But I was only able to protect you this one time." The Spirit then revealed. "Everyone, please be careful, for I cannot summon myself again."

"Ah… Thank you so much, Horologium!" His contractor smiles in gratitude. "I appreciate it!"

Lucy then saw a light flashing from her key rack, Horologium's specifically as it began to fade out. Right as the silvery light of the Spirit's key vanished completely, Horologium himself puffed out of existence within a purple cloud, revealing both Wendy and Ben, now garnered in new clothes.

Seemingly by coincidence, the two were in matching outfits once again. They both wore a black, suit-like top with sky blue trimmings, with large cuffs of the same color. Underneath that, they each wore a dress shirt with a sky-blue tie. Wendy wore a small, cerulean blue skirt with a large pale-yellow sash holding the top and skirt together along with black thigh-highs, while Ben wore a pair of black designer pants along with a sash of similar design. Promptly landing in front Natsu and the gang, Ben immediately frowns at his and Wendy's clothes being paired up once again. However, that was quickly replaced by a dark glare, with both him and Wendy directing their intentions towards the enemy in front of them.

Hades took all of this into account, giving an answer in the form of a cocked, but amused, brow. "So… These are Makarov's kids, eh? This might be a bit fun after all…"

Natsu heard his words, and wondered if they had a deeper meaning to them. "Oi. You know Gramps?"

"Oh? What, he didn't tell you about me?" Hades responded with an amused look again. "I shouldn't be surprised though. I suppose that as of now there aren't any records of me from within the guild's library."

"You… What are you getting at?" Erza glared at Hades, earning a smile from the old man as he began to stroke his beard.

"…I was once the second Master of Fairy Tail." He casually revealed. "I took on the name of **Precht Gaebolg** —"

"—YOU LIAR!" Natsu instantly spat out in disgust. Naturally he was be in denial, as was everyone else. Ben however, cocked a brow, going for the Omnitrix to look for answers through Mavis. The First Master of Fairy Tail appeared as a hologram, revealed to be simply shrugging while giving him a childish wink face.

 _"…Yep! That's Precht alright. In fact, he's one of Fairy Tail's founding members! It's strange though… I wonder why's he so active in his old age?"_ The blonde figure wondered. _"And what turned him into such a malevolent being…?"_

The Omnitrix wielder merely sweat dropped, going back to listen to Hades' words. _'Whelp… Lot of help that was…'_

"I was also the person who chose Makarov to be Fairy Tail's third Guild Master." He then exposed to everyone present. "Shall I reveal to you another index of information?"

And once again, Natsu blatantly denied all of his words. "Oh, bull crap! As if we'd believe something like that! You better stop spewing that stuff, or else!"

Blasting forth, Ben and everyone else watched as Hades took hold of his palm. Aiming his hand at Natsu with a literal finger gun motion, a small purple magic circle flickered as waves of glyphs fired off towards the Dragon Slayer.

"Natsu!" Lucy yelled out in worry as a dust cloud was created from the explosion of Hades' spell. It was then however that Hades swiped his arm and lugged out a wave of Magic Power, exploding across the rest of the group. While in the midst of recovering, Hades then took advantage of their shocked reactions to launch out two chains from a magic circle, locking together Lucy and Erza and tying them up together before throwing them into Gray.

"Tsk, he's playing with us…" Ben growled as he activated the Omnitrix. "Wendy, stay close!"

"R-Right!" The Dragon Slayer yelped as he slapped down on the core.

Whilst in the middle of intervening Natsu once again, Hades noticed the flash of light from afar as he began to fire off magic bullets at Natsu, pelting his body with Magic Power as he fired off his attacks via his finger gun motions.

As the flash from the transformation died off however, Ben was replaced with Chromastone, the latter flying towards Hades as Wendy started to join up with him. "Hey, Hades! Get a load of this!"

With Natsu falling to his knees, Hades was just about to blast off his face, but was quickly interrupted as Chromastone jumped in front of him, absorbing the volley of whirling blasts. As soon as Hades ceased his attack, an eyebrow was lifted when he saw that a certain Sky Dragon Slayer peeked out from behind the crystal alien with puffed cheeks.

 _ **"** **Sky Dragon's Roar!"**_ Releasing another hurricane-like blast, Hades was knocked back once again off his feet, but instead of like before, he quickly recovered as he twirled mid-air before landing on his feet a few dozen meters away.

"Hmph… So, these are the forms that Ultear were so interested in. What kind of Take-Over is this?" Hades wondered out loud as he prepared to fire off his Bullet Magic again.

The master of Grimoire Heart began his next attack as he discharged two huge, purple bolts at the Crystalsapien. Wendy was about to warn him to move until she saw what he was going to do. Chromastone took a stance and clenched his fists, letting the blast of magic hit him a second later. To Hades' and the petite girl's surprise, he was completely unharmed as he absorbed the power from the attack.

"Ugh… That was dense. Thanks for the juice though, old man!" Chromastone did frown a little upon processing this dark magic as his body started to glow with colors of the rainbow. He then extended both of his arms and fired off a huge beam of rainbow colors at Hades. The second Master of Fairy Tail was still in shock and was unable to react, being blasted against his abdomen and him careening back into a pile of fallen roof rubble. As he was buried, Chromastone turned back to Wendy, who was looking at him for an answer to what this form was.

"I can absorb and redirect energy, including Magic Power. I'll soak up his attacks while you attack from afar, alright?" He quickly explained. "Coordinate with me."

"Y-Yes!" She quickly nodded as she began to concentrate her Magic Power. "As you will!"

When Hades arose from the rubble a moment later, he sighed a little before snorting in amusement. "Such unique transformations… I'll admit, I've never seen anything like it before… However…"

"However, what?!" Chromastone growled as he held his arms out. His body lit up brightly as he fired a few more ultraviolet beams at Hades. However, he managed to elude the attacks, distracting the Crystalsapien with the smokescreen created from his own beams as they blinded him and Wendy. As Hades leaped out into the air, he launched out several chains from a magic circle.

Chromastone's eye widened, but he quickly took a stance to catch the chains. However though, instead of attaching themselves onto his body, they shot out and went _through_ him, latching onto Wendy and the rest of the gang before they realized it. After quickly chaining them all together, Hades jerked his arms back, with Chromastone only managing to glance back before getting slammed by everyone else.

"Huh?" The Crystalsapien could only yelp in response as he began to fly towards Hades with everyone behind him.

With barely enough time to even look back towards the Chain Magic user, Hades himself had already began to prepare his next spell. Swiping his hand in a semi infinity-circle pattern, three magic seals were created in the shape of circles; one in front of another, and in front of the user.

 _ **"** **Amateratsu: Formula 28!"**_ The area in front of him was then engulfed in a massive cylindrical shockwave as a humungous magic circle with runes activated, piercing out of the ship's ceiling as the pillar of darkness began to give agonizing pain to the ones inside it.

With the sudden slamming to his back and even quicker attack to his entirety, Chromastone couldn't react in time to absorb the spell's energy, wailing in pain with everyone else even to the point that he was forced to revert back to his human form by the time the attack ended. As the pillar of darkness faded away, the captured fairies were all incapacitated. Natsu and Gray were down and laying on their stomachs, while Lucy and Wendy were on their sides, twitching in pain as they struggled to breathe. Even Erza was seen staggering about, using her sword for support as she struggled to stay up.

Ben himself was on his knees, panting heavily as he writhed in agony. With everyone down for the count, Hades smirked with satisfaction as he overlooked the Omnitrix wielder.

"…You revealed too many weaknesses while in that form, brat." He noted. "And that's the problem with you all…"

"Y-You… Why you…!" Ben glared at Hades, his eyes shadowed by his bangs as he clenched his teeth.

Hades chuckles at the brunet's reaction, lifting his leg to kick him off his knees and onto his back. He stands in front of him as he folds his arms.

"Do fairies really have tails…? Do they even exist...? That question is the start off for an eternal mystery... A never-ending journey." Hades recalled the famous saying of Fairy Tail. "However… That journey will end soon."

"…Over my dead body." Ben snarled. Hades smirks at the brunet's continued defiance as he stomps his foot onto his face.

"It was Mavis' will that was entrusted to me…" He went on, leaning more of his weight onto Ben. "And it was _my_ will that was passed onto Makarov. However, that was a mistake…"

Ben growled lowly as he attempted to push the Dark Mage's boot off from his face. "What the hell do you mean…?!"

"Makarov changed the guild completely… And for the worst." Hades answered him.

Natsu leered over, his body twitching as he tried to get up. "…A-And what's wrong… With change?!"

"He exposed the guild to too much of the light… The guild is nothing how it was like before." Shooting him with a blast of Bullet Magic, Natsu's body was rocked back into the air, before landing again with a thud a few meters back.

"What do you care…?! You left the guild; you're not its Master anymore! This is _our_ Fairy Tail now! Makarov's and everyone else's, not yours!" Ben argued, spitting out his words as he began to push back. "We're not living fossils like you… We put all of our efforts into living as best as we can. Everyday, for every moment in our lives! If you can't accept change, then maybe you just kick the bucket for good and let us lead the future to a new path!"

While Hades was impressed that Ben finally got onto his knees as was now pushing back with his hands, the Grimoire Master looked down at the brunet with a tinge of disgust, aiming at his face with his Bullet Magic posture as he kicked him away again. "Though your mouth and words are strong, they are nothing if you can't back them up. You should pipe it down a notch, you little devil."

The Omnitrix wielder winces as Hades proceeds to target his leg with a dose of Bullet Magic, letting out a momentary grunt as the rest of his guildmates pondered over with their own injured bodies.

"B-Ben!" Gray grunted out as Hades began to pellet Ben's body with continued shots.

"S-Stop it!" Wendy cried out.

As he continued to fire off, Hades gave a stern look to everyone else. "If you want someone to blame, it should be Makarov. It will be his fault that you will all die by my sufferance."

"You bastard! STOP!" Erza yelled with rage, struggling to stand up.

"He's not going to last much longer…!" Lucy wailed out in pain.

By then, after Hades' brutal gunning down on Ben, the Omnitrix wielder's body was full of scratches, bruises, drippings of blood running down his forehead as Hades prepared for one final shot.

"You… You won't get away with this. We'll turn the tables, and you'll see…" Ben panted heavily as Omnitrix's red coloration flickered into a green glow. Knowing that he was in a life-threatening situation once again, the device went into Active Mode immediately, bypassing the standard recharge time.

"Enough. Begone…" Hades simply said as his final shot began to surge into a plethora of bright purple light.

As Hades is about to kill Ben however, Ben responded with a gnarly and dark grin. It was faint… But suddenly, from behind everyone else, small sounds of a device beeping filled everyone ears, the beeps going faster and becoming louder, until—

 _"You didn't think I had a backup for this plan, did you?!"_ Ben gave the old man a snarky response as a thunderbolt flashed down between the two fighters, shocking the entire ship…and Hade's arm.

Everyone's eyes widened like dinner plates as the thundering energy amalgamated into a humanoid figure, appearing in front of Hades as the Dark Mage began to take a few steps back. By then, the beeping of Ben's device, which was still inside his clothes when he and Wendy were wisped into Horologium, turned flatline. With his face glanced up, the brunet began to go on chuckling away for a little as a familiar Lightning Mage appeared before everyone else. He stared at Hades, eyeing his figure.

 _"So… This is the guy who hurt the old man, Tennyson?"_ Laxus uttered with hostility in his voice.

He revealed a small beacon in the palm of his hand, revealed to be the small stamp that Ben latched onto him when he left during the Fantasia parade. Contrary to his regularly flashy appearance, Laxus was shown wearing simple traveling clothes, consisting of a large, hooded light cloak, a dark shirt under a long light jacket closed by a simple belt, loose dark pants ending below his knees, and boots reminiscent of his old greaves. He also had a small belt visible on his upper chest, crossing it horizontally.

"…Laxus!" Natsu smiled.

Hades took a look at the Lightning Mage. His blonde hair, his facial expressions… It was just like a younger version of…

" _Boi…!"_ His eyes widened as he compared the man in front of to a person from his past, only for Laxus to give the old man a thundering headbutt, smacking his temple into Hades' own forehead.

"It's… It's really him…!" Gray could only stare in disbelief.

Lucy had tears dropping from her face, smiling in agreement. "He came… He really came for us!"

Wendy was surprised to say the least. Prior to her joining of Fairy Tail, she had only heard rumors and stories surrounding the infamous Lightning Mage. "This person… He is the grandson of Master Makarov?"

Erza, out of everyone though, was the most astonished by the reappearance of the former S-Class Mage. She could only gaze in silence at the back of the man who was considered to be one of the most powerful wizards in all of Fairy Tail. As Laxus withdrew his figure to stand straight, Hades regained his balance, glaring at the blond Mage with a stupefied look. "You brat… So, you're related to Makarov, are you?"

Laxus ignored the question, giving a snarky snort in response to the battered looks of the people behind him. "That's rich… You guys look like he just wiped the floor with you all."

Ben rolled his eyes, before grinning as he began to sit up. "No kidding… When did you discover about that thing I planted onto you?"

"Geh… You know, learning that you basically planted a beacon on me freaked me out at first, you brat." Laxus admitted, giving him a snarky snort. "If you were going to do such a thing, just tell me from the get-go. I was going to come here anyways."

"What…? Why is that for?" Erza asked.

"I came to pay my respects to my ancestors. I wanted to see and visit the First Master's grave. Tennyson's beacon happened to guide me along the way from where I was travelling…" He responded to the Titania of Fairy Tail. "I used to be a member of Fairy Tail, if you even remember, Erza."

His sarcastic, yet joking sense of humor brought a smile to her face as Laxus gazed back towards Hades. "I originally came to just see Mavis' grave, but I didn't expect the second Master to be present as well. Since you're here and all… How about I make a grave for you too?"

With Laxus' body radiating bolts of electricity, Hades cocked a brow in amusement as his own Magic Power began to gleam out. "Hmph… Honestly now. To think that the boy would end up having such a stuck-up grandson. Fine then, amuse me."

With that, the battle between the two began. Laxus immediately transformed his body into a lightning bolt, staggering around the ship for a moment. Hades was caught off guard by the sporadic movements of the Lightning Mage as Laxus reformed and bolted at him from his left, kicking him in the face. As he was seen staggering back, Laxus quickly surged lightning into his left fist, giving the old man an electrifying left hook. The momentum he gave off ended up sending him off his feet and even careening back towards the other side of the ship. Within milliseconds, Laxus took off into the air again as a lightning bolt, following forth on his assault. He took hold of the back of Hades' head, slamming into straight into the deck before the old man could land.

Unexpectedly though, Hades recovered, leaping away to dodge a lightning fist to where his head would've been. He was slightly enthralled by the power and speed of the blond Mage.

"Hmph… You move fairly well, for a brat at least." He admitted. "And that Magic Power of yours as well... To think that Makarov had someone with this kind of strength other than Gildarts."

Laxus gave him a snort in response. "You know, it's funny… The old man once told me that when facing a strong opponent, _"It doesn't matter how strong the guy is. What's more important is standing up to him…"_. Ain't that right, Natsu?"

Natsu couldn't stop his face from grinning throughout this entire time. "Laxus…!"

"Foolishness. That sounds like the excuse of a weakling to me." Hades countered. "You've had your chance to warm up, yes? Come at me then, youngster!"

Cracking his knuckles, Laxus gave the Grimoire Master a look of interest. "Hmph… Now this'll be fun."

Rushing forward, Laxus cocked his arm back and released another right hook in Hades' direction, forcing the Dark Mage to block. With his sheer strength though, Hades was sent up into the air towards the railings of the ship.

"Through brute force, huh?" The old man commentated. "Interesting!"

Back on the floor, as he began to breathe in, a magic circle flickered in front of Laxus' mouth as he released a concentrated blast of lightning. _**"Lightning Dragon's Roar!"**_

Though Hades managed to dodge the beam, Laxus began to turn his head; his employed spell had started to move in an arched trajectory, following Hades for a short bit until he canceled it out. Whilst in the air, Hades summoned another magic circle, launching out a chain towards Laxus' figure. With his reflexes, the blond Mage was able to dart his head out from the grappling hook's hold, though it was then that he discovered that he wasn't the true target for the spell. Glancing behind himself, Hades in fact attached his hook onto a gigantic globe in the back of the ship, removing it from its pedestal and wrangling it around like a yo-yo.

The sheer mass and force of the globe turned wrecking ball rolled around the ship, forcing Laxus to jump out of the wave as it carved off a trench in the ground. Everyone's eyes widened as Hades released his hold on it, allowing the enormous sphere to begin bouncing towards their direction.

"Ah, crapbaskets…!" Lucy cursed.

Right before it could smash them into flat pancakes however, Ben quickly activated the Omnitrix and slammed the core down in his injured state. Within moments, he was replaced with Blitzwolfer as the light died off, and he quickly released a sonic howl that blew away everyone in the wrecking globe's line of rolling, saving their lives.

However, that was all he could do for the time being, as his previous injuries had already gotten to him. Within seconds again the alien werewolf staggered to his knees as the Omnitrix began to flash red, engulfing him in a ruby light that replaced him with Ben a few moments later.

"Ugh… I still have to watch out for the collateral damage, huh?" He made a snarky riposte as he and the others gazed back at Laxus' and Hades' fight.

* * *

 **…**

Laxus jumped forth once again, the latter's fist engulfed with electricity. The Guild Master of Grimoire was prepared for this however as he extended one of his palms out and delivered a blast of Magic Power. The Lightning Dragon Slayer went flying back, landing on his feet after being sent back a few meters. While he was distracted though, Hades quickly swiped his fingers in various directions, conjuring up a magic circle right underneath Laxus that forced him to a knee.

The blond's eyes widened up recognizing circles of runes surrounding him. "This Magic… This is an Amaterasu formula?!"

"Yes! Now, scatter and be washed away!" Hades roared as he activated the formation.

"Crapbaskets!" The blond managed to curse, before being engulfed in a massive sphere of darkness. Swiping his fingers again, the orb of Magic Power then exploded, causing an enormous amount of energy to blast out in every direction. Shockwaves of wind sent everyone nearby off of their feet, with Lucy hanging onto a nearby staircase and rails, Natsu, Gray and Erza struggling to put up a resistance, and Wendy supporting Ben as the latter flew away like a ragdoll.

After the massive amount of smoke filled the area between the Fairies, Laxus and Hades, the Amateratsu spell faded off, leaving a giant hole in the deck between them.

"Those who are hit by this Amateratsu formation lose all of the strength in their limbs, making it impossible for them to move at all." Hades explained the nature of the spell he casted. "Even if you defend against it, know that your Magic Power will be drained dry—"

 _"_ — _Shut your trap, you damn fossil!"_ A raging roar answered his words however as a lightning bolt flung out from the center of the explosion.

Hade's eyes widened immensely as his eyes follow the bolt, only for Laxus to reemerge from behind and deliver an axe kick to the back of his head. The old Mage wailed in pain as he fell forward, with Laxus landing a fair distance away as Hades landed on his stomach. Everyone was surprised to see that Laxus had escaped the range of the spell with seemingly no injuries.

"Whoa, holy crap!" Gray blinked in shock.

 _'Was Laxus always this strong...?'_ Erza's mouth was dropped open, staring at the electrifying figure that was Laxus.

The Lightning Dragon Slayer stood up, staring down at Hades with your typical Dragon Slayer characteristics. His shadowed face gleamed over as he his body began to spark up once again. "That amount of strength was only from a single leg… I've got another one, as well as both of my arms. My head, my knees, my shoulders… My entire body! If I attack with all of them at once, we're not simply talking about the damage simply being two or three times as worse… So then, you still wanna try me?"

Hades spat out in response, countering all that Laxus dared to say. "Hmph… An admirable speech. Is this the confidence of the youth of the new generation? The trait of having youth however is not the only needed standard to walk down the path of Magic."

"You've got that right…" Laxus growled as he and Hades engulfed their arms in Magic Power. They lunged at each other, their fists clashing together to spark their power throughout the ship. "It's nonsense!"

The clashing of their Magic Power forced both Mages to be blown away with a humungous flash of light blinding everyone. As it dissipated, there was a dent in a wall, with Hades lying in the center for a moment before leaping off onto the deck. He rubbed his chin, looking forward to see Laxus jumping down to ground level, his body still covered in electricity.

However, despite all of the things he said, everyone's eyes widened as the Lightning Mage dropped to a knee, his sparking aura of Magic Power fading away as he started to pant a bit.

"Oh? What's the matter?" Hades smirked. "It's a little too soon for you to be bending knee to me after all of the boasting you just presented at first."

"LAXUS!" Natsu yelled out in anxiety.

"Wait, don't tell me…" Erza frowned. "Did he actually get hit by that spell at first?"

It seemed to be true. Taking a closer look, Laxus' clothes were a little battered up, proving that he was indeed affected by the Amaterasu spell that Hades performed. Laxus seemed to be satisfied that he was injured however through his panting.

"Heh… The world is pretty vast." He chuckled. "To think that there would be monsters like this… I've got a long way to go."

"What?! Alright, what the hell kind of nonsense are you saying?!" Natsu roared in a childish matter. "Keep fighting!"

"Get your shit together, Laxus!" Gray barked. "Come on, get up!"

Hades' Magic Power began to radiate again, as if nothing that everyone had done to him didn't even happen. He gave Laxus another stern glare as the Lightning Mage continued to stand down.

"I'll admit, you've done well so far, Laxus fellow. However, this will end now... You, along with everyone else here, will disappear!" He declared.

The Grimoire Mage proceeded to extend his hand, with all of his fingers slightly bent in the direction of his intended target as he begins to gather Magic Power in a spherical form.

"Laxus! You have to dodge that!" Erza yelled out in concern.

 _ **"** **Explosion Bullet!"**_ Hades then released a cry, firing off a large beam-like bullet as the Magic Power he accumulated formed into a magic circle.

Laxus remained motionless however, letting the beam freely traveling towards him despite the redhead's warning. He slammed a fist onto the ground, smirking all the while to himself.

"Heh… But I'm not even a member of Fairy Tail anymore." He whispered. Memories of said place started to flood his mind however. First were some moments during his childhood, where Makarov would join with him to gaze and celebrate during the Fantasia Parades.

 _"LAXUS!"_ Gray growled out. _"MOVE!"_

 _"What are you doing?! You've gotta get out of the way!"_ Lucy cried out.

 _"If you get hit by that, you're done for, Laxus-san!"_ Wendy screamed out. _"Please, dodge!"_

 _"Laxus…!"_ Ben struggled to say, but he also yelled forth at Laxus as well. _"What are you doing…?!"_

With everyone yelling out in concern for his wellbeing, the blond continued to go through his memories. An iconic one was the moment in which he discovered that Makarov had dismissed his father, Ivan, from the guild for attempting to use forbidden information that could harm the guild. This only seemed to anger the blond, as all of these memories portrayed their relation to his dearest grandfather.

It was then that another memory flashed, going forth to the last Fantasia Parade, the very one that he almost wrecked and prevented. The fact that everyone in the guild had forgiven him for his malicious intentions, and that they even used his iconic hand gesture to send him off with good wills only served to tighten its hold in his mind. He knew that his grandfather, despite not wanting to kick him from the guild, had to do so to maintain the safety of Magnolia Town and its people.

 _"So… It's okay for me to get pissed…"_ He uttered, just loud enough for everyone behind to hear. _"Even when I'm no longer a member of the guild, I can still get mad for his sake…"_

"WHAT?! HELL YEAH, IT IS!" Natsu roared out.

Hearing the words from Natsu's mouth, Laxus smiles unexpectedly. As the beam nears his figure, everyone looks over to see the Lightning Dragon Slayer's spark out, streaks of golden colored electricity reigning around his body.

All of a sudden then, Natsu noticed that the Lightning Mage had fired off all of that released Magic Power in his direction, a bright flash of light consuming his body right as the Explosion Bullet landed directly onto Laxus. The bullet created such a large explosion upon contact, it was powerful enough to lift the entirety of the large airship of Grimoire Heart off the ground for a brief moment.

Everyone was sent speeding back in a violent storm of energy. Lucy was literally rolling backwards, while Wendy clenched and hugged onto Ben's body as the two flew away together. Gray and Erza were seen tumbling backwards, blocking their eyes from the blinding light of both the explosion and the radiance of Laxus' Magic Power. After a moment, when the dust settled, Laxus was seen flinging out from the smoke, landing inside the hole in the ship that Hades created from his Amaterasu formation spell. His clothes and entire body were ragged up as he landed with a thud, grinning all the while as he landed.

 _"Take it in, Natsu… My love, my anger, and all of my sorrow…"_

The Fire Dragon Slayer was filled to the brim with Laxus' Magic Power, which came as a surprise to everyone else. As sparks of electricity started to leer off of Natsu's body, the pink haired Mage slowly stood up.

"…Did he just?" Lucy blinked.

"Natsu-san…?" Wendy narrowed her eyes in wonder.

Ben smirked as his body leaned against Wendy's. "Heh… It's happening. I'll be damned…"

Natsu's body flourished with the Lightning Dragon Slayer Magic that Laxus poured into him, panting heavily as he actually began to absorb and process the energy. _"…Thanks for the meal."_

"…His body has become electrified?" Hades took note of what Laxus had done as well, wondering why the blond Mage did what he just did.

Laxus smirks at Hades' confusion. "…That's all of my Magic Power."

"Wait… What?" Gray sat up. "Hey, what did he just say?"

"He gave every ounce of his Magic Power to Natsu?" Erza repeated, being surprised however. "Wait, then that means… He…"

"He ate lightning?" Lucy noted, though with a worried expression. "The last time he tried that, I heard he got sick!"

"He took that spell without any Magic Power to support his body…" Gray concluded. "That's crazy…!"

"Is that how much he wanted to give Natsu-san his energy?" Wendy frowned. "But… Why?"

"Yeah… Why, Laxus? Why, to me? I'm… I'm weaker than you, aren't I?" Natsu asked in between pants as he continued to convert Laxus' Magic Power into his own.

The blond Mage snorted. "It's not about bein' weak or strong, ya dolt… Who was it that got hurt?"

"H-Huh?" Lucy cocked a brow.

"…Who were the people who took damage and got involved with all of this? If those people were members of Fairy Tail, then it's gotta be one of _them_ that has to take in the pain given by Grimoire Heart, and then dish it back out… A hundred-fold!" The Lightning Mage muttered.

"Yeah…"

Hearing his words, Natsu wipes away a few tears that form in his eyes. Clenching his fists, he gives him a clear answer as he stares at Hades. Wendy's eyes widened, noticing this particular phenomenon occurring right in front of her eyes. Ben seemed to already know what was going down, activating the Omnitrix. As he slapped down on the core, everyone shut their eyes as torrents of flames were sent out in Natsu's direction, covering him fire.

"B-Ben?" The petite Dragon Slayer opened her eyes to see a kneeling Heatblast grunting for a few seconds, only for his body to light up and exert a humungous amount of flames.

The Pyronite's bodily flames spewed out towards Natsu's direction, with the Fire Dragon Slayer absorbing every last drop of his natural element into his body.

"This is a spectacle to behold..." He started, immediately reverting back to Ben and falling onto Wendy's lap. "A fusion of flames and lightning… A **Lightning Fire Dragon Slayer**!"

"It's the same as when he ate the Etherion…" Erza compared the two cases. "Only now, with this much of a single element surging through his body…"

"Go, Natsu! Kick his ass…!" Laxus then gave out one final phrase, before finally losing consciousness.

In response, Natsu reared back his own arm as he released an ear-screeching battle cry. For a second, nothing happened until the flames and lightning energy shrouding Natsu increased. Remarkably, the Lightning Fire Dragon Slayer dashed forth at such a speed that Hades couldn't even react, punching him straight in the face with a lightning and flame enhanced fist.

Hade's eyes went wide in shock as he went sent speeding back into the wall of the ship's deck, denting it immensely as he bounced off from it. Natsu didn't give him a chance to recover though, plowing forth and leaping into the air. He quickly contorted his body and did a flip midair, landing an upside-down bicycle kick on Hades' head. While the Grimoire Mage was initially covered in flames, Hades shrugged it off, only to get shocked by a surge of lightning right afterwards.

"Right after hitting him with flames, lightning came right afterwards!" Gray was astounded. "What the heck?"

"That's so cool!" Lucy grinned.

Natsu however wasn't happy, not at all. After slugging at Hades again, the Lightning Fire Dragon threw him onto the ground, before lighting his fist in fire and lightning once again. Slamming his elemental enhanced fist into Hades' face with a right hook, the old man's body sunk into the flooring, cracking the wooden panels and the metal working underneath. _**"Lightning Fire Dragon's... Iron Fist!"**_

"You've tarnished our guild! You've hurt our members—" Lighting his other arm, he gave off an extremely powerful uppercut, sending Hades back and making him crash onto a stair case on the other side of the deck.

 _"—You should just disappear!"_ The Lightning Fire Mage roared loudly as he brought his arms Lightning Magic in his right arm, as Natsu began to garner Fire Magic into his left, Hades gasped upon seeing essences of black flames mixing together with them.

 _'That's—'_ Hades recognized the flames as belonging to Zancrow, his Fire God Slayer.

 _ **"** **Lightning Fire Dragon God's Brilliant Flame!"**_ Bringing his arms together, the black and red flames combined themselves with the lightning in Natsu's other arm, contorting into a gigantic sphere of black and red fire, with lightning surround it as it began to grow in size as he threw it down.

Within the massive explosion, everyone covered their eyes. After a moment, when the dust settled, Hades was seen leaping from the smoke, looking relatively unharmed but surely annoyed with his clothes charred up. He quickly spun around and summoned two magic circles, one each on his right and left hands. Once he accumulated enough energy, he cried out as he discharged two powerful white chains. The ship shook even more from Natsu massively dangerous spells, causing more damage throughout the structure and more debris to collapse. As the pink haired Mage landed, Hades chuckled as he successfully chained together his wrists and tied them together.

"Ha! What will you do when you can't use your hands?!" He bellowed.

Natsu frowns at the chains, and much to everyone's, especially Hades' shock, the Lightning Fire Mage growled loudly as he simply began to pull his arms out, literally snapping his magic chains apart from one another.

"WHAT?!" Hades gawked, astonished at the sight in front of him. "How?!"

Right as he snapped the chains apart, Natsu's body hanged lowly as he clenched his fists, inhaling deeply as fire and lightning began to conform in front of him. Wendy and a few of the others gulped in fear, with the former bringing her and Ben's heads down as an orange magic circle flickered in front of Natsu's mouth.

 _ **"** **LIGHTNING FIRE DRAGON'S… ROOOOOAAAAAAR!"**_

Generating an extremely large and destructive sparking beam of fire and lightning, the spell collided against Hades and pierced out the entire ship. It was so powerful in fact that it continued traveling for a great distance, wreaking havoc wherever it passed and even crossing the entire distance of Tenrou Island. Once again, the level of magic presented blew away everyone nearby, though it mostly affected the ship if anything. After exerting the might of his attack, Natsu released the spell, leaving his body almost completely strained. Gray and Wendy could only gawk over with shocked expressions, while Lucy, Ben, and Erza smiled in joy.

Despite the huge strain now on Natsu's body and his heavy amounts of panting, as the dust cleared away, Hades was seen laying near the edge of the hole that the Roar created. There wasn't any movement coming from his body, which left the spell caster grinning as he began to stumble. He chuckled weakly, falling to his knees. "Heh… We… Did it…!"

 _'With such an overwhelming amount of Magic Power, he literally just consumed it just as quickly…'_ Erza smirked. "Well done, Natsu."

"It's finally over now, right?" Gray dared to ask.

"Y-Yes!" Wendy's eyes gleamed. Ben would've smiled, but… Something didn't feel right.

"No… I'm not completely sure." He then said, slowly standing up and activating the Omnitrix. "Keep an eye out, everyone."

"What? Come on, nothing could survive after th—"

However, right as Gray said that, Hades' closed eye flickered open. _"…Sheesh. Such impressive youths."_

"H-Huh?" Lucy and everyone else looked over to see the seemingly-beaten down Master of Grimoire beginning to stand up. "What the hell…?!"

"Makarov, you unruly bastard… You've raised quite the fearsome number of whippersnappers." He admitted. "How many decades has it been since someone has beaten me like this?"

As he stood up, everyone watched as a dark magic circle appeared under his feet. It was Requip Magic of all things—with the Master of Grimoire Heart changing his current attire into a new one. This outfit was highly reminiscent of the first, but had subtle differences. His shirt, gauntlets and cape remained the same, but his pants were now tucked inside a pair of dark greaves reaching up to his thighs and their belt held up a wide, dark waist-guard.

"What?! Oh, come on!" Gray cried out. "I was freaking joking!"

As Hades revealed his new outfit, he sighed heavily as he took note of all the destruction around himself. "…This will be a trivial matter, cleaning all of this up. However, I have to reward you all for presenting me with such an enjoyable time."

"That attack didn't do a _thing_ to you?!" Erza frowned, though she was equally as devastated as everyone else. As he stood up in his armored outfit, Hades gives off a stern look on his face as he begins to go for the eyepatch that covered his right eye. Swishing it off in one fell swoop, the formerly closed optic organ began to glow darkly.

 _ **"** **Devil's Eye… Release!"**_

Right as he uncovered the eyelid that sheathed the now revealed demonic looking red eye, when Hades activated this Eye Magic, it made his hair, beard, mustache and eyebrows jut out, and a vast amount of Magic Power was released around his person. Lucy, Natsu, Wendy, Erza, Gray… Even Ben was fearful to a degree as the abomination in front of them literally came back to full power as if nothing had happened.

"Heh… For your efforts, I'll show you something special." The Master of Grimoire Heart uttered out. "The abyss of Magic… A realm of reality that surpasses even your feeble imaginations."

"For crying out loud… I can't believe this is happening...!" Gray fell to his knees. "How can we win against this?"

"…It's not fair. It's not fair…!" Wendy began to tear up, gritting her teeth with a sense of disparity. Even Ben, who only recently had his latent Ethernano circuits released, could only shiver in response to this sense of malice spreading out through the entire room. The very presence of Hades' Magic Power made Jose's Shade Magic feel like a child on a temper tantrum.

"His Magic Power… It's like it hasn't even been reduced at all." Erza could also sense the powerful energy radiating from Hades.

"N-No… It's not just that… It's growing, even more so than before!" Lucy cried out in horror. "W-What is he?"

 _"It's over, Fairy Tail! This is the end!"_ Hades roared with an absolute tone. _"You will fall, here and now!"_

As much as Natsu wanted to, he couldn't get up to his feet. Grunting as he tried to get off from his knees, Ben could only look at his fellow guildmates as none of them had the power to do so. The Omnitrix wielder groaned inwardly, wondering what he should to alleviate this fatal problem in front of everyone. What alien could he use? Rather, could he even use an alien in the long run? He probably could, but for how long? Should he try to transform into something that had regenerative abilities, like Goop or Swampfire? No, that would take too long. Hades would probably wipe the floor with him by then and cause even more damage.

Four Arms? Humongousaur? No, brute force wasn't going to do squat in a situation like this. What about an aerial fighter? Stinkfly? Big Chill? Jetray? No, Hades would bring him down with his Chain and Bullet Magic, and he would easily be able to counteract Big Chill's intangibility in a short amount of time. Feedback or Chromastone wouldn't work either, as the Dark Guild Master already fought them before and knew of their conductive and absorbate abilities.

 _'Shit… Well, what to do now?'_ Ben grumbled to himself as Hades' Magic Power continued to flourish. _'Should I go and use_ that _form? At this rate, I may have no choice but to actually do so…'_

* * *

 **…**

"…So, what do you guys think this is?" Happy wondered.

The Exceeds, now in a lower region of Grimoire Heart's Airship, were staring at a bizarre object. Happy was the first to question off against this as Carla and Lily joined up with him. The white Exceed folded her arms while giving this apparition in front of them a cautious look. "It's… Crude, to say the least."

"Grimoire Heart…" Lily cupped his chin, before coming to a realization. "Wait… A devil's heart!"

"Are you saying that—"

 _"Hey, I hear voices from inside!"_ However, interrupting them was a rowdy voice behind them. A giant metal door was the one thing blocking the trio of Exceeds from the probable amount of Grimoire Heart members on the other side.

One such voice shrieked in shock. _"What?! No way! How did they get inside the room?"_

"Crapbaskets!" Happy squeaked.

Carla growled, turning over to the doorway in a worrisome matter. "Shoot! We've been found! What do we do?"

"Leave it to me!" Lily suddenly declared, running in front of the duo. "I'll hold the enemy forces for a bit. In the meantime, you two go and stop that thing!"

"What do you mean by that?!" Happy couldn't help but retort towards the distant figure of his fellow Exceed, but could only sigh in response before he and Carla turned around to stare back at the bizarrely placed object in front of them

"Never mind that! Come on!" Carla barked.

While the two began to dwell in on that, Lily pressed open a switch that opened the large metallic door, which then closed immediately as he came out. Once he was out of the room, his vision was filled by dozens upon dozens of Grimoire Heart members that took to arms. As they looked down towards the former Commander of Edolas' top squadrons, their gazes lessened to that of a mocking gesture.

"…A cat? What's with this tiny thing?" One member protested in a joking matter. "Is this what's been giving the higher ups so much trouble?"

"Doesn't matter! I'll stomp his face flat if he knows what's good for him!" Another responded.

In response to their threats, the black Exceed took out something from his back. It was a…doorknob of all things. Spinning and throwing around like a boomerang however, the doorknob slapped its metallic body across the faces of the Grimoire Heart members in front of Lily. As it wiped out the first row of troops, it miraculously came back into his paw. Quickly grasping onto it once it came back, Lily swung it out to deflect a slash from a cutlass wielding member, who gasped as his attack was bounced back.

"You little bastard! Now you've done it!" He growled. "I'm gonna cut that tail of yours off and—What the hell?!"

The threat of the former was quickly withdrawn however as a magic circle flickered under Lily's body, causing his seemingly small stature to grow and revert back to his normal, muscular self. Cocking his arm back, Lily let out a war cry as he smashed his fist into the opposing member's masked face, sending him sky high into the air and careening back into a few members. Straightening his body out, the black Exceed breathes in slowly as he takes a battle stance.

"Now then… I'm going to get revenge for all the mishaps that I couldn't prevent. Have at you!" He announced.

A fearful member croaked. "H-Huh? Why did he just grow all of a sudden?"

"Don't back down, it's just one guy!" One member barked in response, charging in with a rather large curved blade with a crimson red and white appearance.

The bladed Grimoire Heart member growled with an effort to slice his blade down on Lily as he reared his arms back. Swinging it down, he had hoped to cause some damage… Unfortunately, however, the efforts of Lily's opponent went to waste as the muscular Exceed simply caught the blade's fuller in the palm of his hand. While the enemy was laughing manically at first, his boisterous noise soon turned to a heartfelt gasp as his sword got tugged out from his hands in an instant. As soon as he took hold of it, Lily jumped back and gripped the blade's handle with his own. To his surprise, the weight and material of the weapon he stole was remarkably sturdy, enough to make him whistle in awe.

"Ah… This is an excellent weapon." He smiles, before gripping it tightly. "I'll be borrowing this if you don't mind!"

The member from which he stole it from began to stumble around, jittering in nervousness from the fact that he just got his weapon taken right from his hand. "H-Hey! That's my…sword. Aww… Crapbaskets—"

The heartbroken Mage widened his eyes in horror as Lily began to rear back his stolen blade to its zenith. Swiping the massive sword in an enormous arc, Lily cleared out an entire row of enemies with a single swing as they all were blasted back. The black furred Exceed slashed left and right and then vertical, forcing the continuous rows of enemies to back off one by one. Though it was a bit difficult with using only his bare fists, using a blade made the job significantly easier. As he continued to do so, it was then that Lily began to feel an energy emitting from the sword he stole. Glancing down at his weapon, he blinked in surprise once he saw that the sword was coated in an aura of green Magic Power.

Suddenly, the sword grew in size, which made Lily gawk in shock. However, it was soon replaced by a gleeful grin as he stared at the enlarged blade.

"Oooh…! A Magic Sword with the ability to change in size? It's just like my Bustermarm." He remarked. "That settles it! I'm making this my weapon!"

"Oh, come on! That's an extremely expensive weapon, that Música Sword you took!" The member from which he stole from whined. "I just finished paying the monthly due for it!"

While he was busy admiring the unique ability of the weapon, Lily accidentally let a few members pass my him. Turning his face to the sight of the squadron of Grimoire Heart members coming to the break through his defenses, his mind approved of a thought he had. Compared to the attacks on Tenrou Island and the events that transpired there, they were adamantly prone to fulfilling this mission in particular. In Lily's mind, it only proved to solidify the fact that the "heart" present behind him in the room with Carla and Happy held the upmost importance to Grimoire Heart as a whole.

Snickering just like Gajeel once he got into a combative mindset, Lily converted his attention from the Música Sword to the waves of enemies in front and behind him, grinning wickedly at his adversaries as he performed. "Ha! I'll test out the durability of you and this weapon of mine!"

Gripping the handle of the Música Sword tightly, its wielder began to spin around, motioning forward and backwards with each counter-clockwise rotation that he made, bringing a deadly whirling blade into the group of enemies around Lily, hitting them up to three times while launching them off from their feet and smashing them into the narrow walls of the hallway. In fact, the blows from the Exceed were so powerful that some of the soldiers that were sent flying flew into the very door that he was trying to protect, causing the metallic barrier between them and the two Exceeds inside to crumble down… Or should I say, tumble down. The literal door was sent smacking back into the room with Happy and Carla, following up with a blast of wind from Lily's attack that sent said cats off their feet and into the end of the room.

"What the hell?! What are you doing, Lily?!" Carla growled. "We can't do anything like this if you're making us scrounge like flies!"

"I don't like pain…" Happy groaned sadly, rubbing a newly grown lump on his head.

The two watched as Lily begun another round of defense against the ever so growing members of Grimoire Heart. Once he cocked back his arm, the Música Sword began to glow even brighter than before, further increasing in size. He held out his arms and lifted the massively drawn blade into the air, before slamming it straight down into the floor to blast forth a shockwave of energy, taking out a large amount of Grimoire Heart members in front of him. After discharging his weapon out from the ground, Lily began to cry loudly as he flew forward and smashed the ground again, which created a cloud of dust that blocked Happy and Carla's vision.

However, it was then that the white furred Exceed heard something crack. Turning around, right above where the door smashed into room, her eyes widened as wide as the moon as she saw a golden opportunity for her and everyone else. As she recovered from the previous blast of wind that knocked her aside, she picked Happy up from the ground and gave him a look of authority. "Come on, Happy! We have to use this chance! Everyone's counting on us!"

* * *

 **…**

Back with Ben and company, the presence of Master Hades had frightened the likes of them from his sheer amount of Magic Power. Even Ben was a bit startled to see purplish-black energy coursing all around his body, but this time it looked far more intense. His dark, sickening eyes were honed in on them as his Devil's Eye glowed ominously. The situation couldn't be any worst; most, if not all of the members of Fairy Tail, were drained dry of their Magic Power. It didn't help that Ben himself was severely hurt, and that his transformations from the Omnitrix were linked to his bodily condition.

As Hades continued to stand in front of them in a menacing matter, the entire ship began to shake violently. Pieces of the ceiling broke off and fell to the floor, however, it wasn't a concern to any of the individuals currently residing on the deck of the ship.

"So, what's it going to be…?" Hades smirked at the Mages of Fairy Tail, knowing that they were quivering in fear due to the sheer amount of energy he was releasing. He could even see tears forming up in Wendy's eyes as she tugged harshly on Ben's arm for support. "Will you go down quietly, or do I need to rid myself of you all personally?

"G-Gah… I can't move like this…" Natsu coughed hoarsely, reacting violently to the instant drainage of his Magic Power. Sure, that Roar he released was probably the most devastating thing he could ever unleash, but man did it take an absurd amount of Magic Power to even dish it out. He was in cold sweat at this point and down on his knees. As Lucy tended to him, she could feel his muscles twitching in agony. "T-This ain't over though…!"

"You see, that's what you get for treading on the path of Magic." Hades responds valiantly, bringing forth an arm to demonstrate a rush of power to those in front of him. "The further down you tread, the deeper one sinks towards the depths of darkness. Through enlightenment through the never-ending darkness, once one reaches far enough down that pit, one will witness the ever-glistening form of the origin of Magic; The One Magic… The Essence of Magic—the Primordial Magic—the Magic of One! All is going according to plan… Once I rid myself of all of you, I shall reach that Utopia. Just a little bit further to my revelation…"

"Yeah… but that "little bit" is going to end up being the bane of your existence…" Ben mutter, still presenting a rebellious front. "We haven't lost… Not yet."

Snickering in response, Hades answered back. "Hmph… Then I shall fill that void to attain my goals. The Ultimate Magic World will thrive—A world with Zeref! His waking will change history as we know it, and I'll finally be able to attain the One…"

"The… One?" Erza repeated with confusion. Lucy reacted similarly, but she seemed to had heard those words he uttered before. She wasn't sure where or when she heard them, but she _did_ have a recollection… It seemed to had been recalled from her late mother, Layla, of all people.

Ben began to struggle to get up as Hades started to make a few postures, no doubt in preparation for beginning a spell. "Tsk… This is going to get ugly."

"W-What're we going to do?" Wendy whimpered. "Can we even beat him? I'm scared, Ben…"

"Beat me? Foolish child. You, and everyone else here cannot go to the Ultimate Magic World." Hades growled, moving his hands and arms in a slow, circular motion. "You all lack the conviction and will to dive deep into the depths of Magic!"

Gray groaned as he stood up. "…Hey, what kind of spell is he trying to do?"

"Hmph! I shall tell you its name then!" Hades replied, his body radiating a massive amount of Magic Power as his motion came to a close. "From the Book of Zeref… Chapter 4, Section 12… **Living Magic: Nemesis**!"

Following up with the completion of his motion and chanting, suddenly, from around the ship and around the area of his person, bits of rock and dust and other wreckage began to vibrate uncontrollably as dark energy began to materialize from their insignificant forms. Oozing out like a dark miasma, creatures of darkness began to emerge from the rubble. They took on various shapes—humanoid, beast, monstrous, but they all had the same glowing energy that consisted of their bodies, along with vibrant lines of red shining as they took on their true forms.

Lining up alongside Hades, everyone on the opposing side could only watch in horror as the army of monsters beckoned to Hades' summoning. They all roared hysterically, nearly piercing the ears of the Fairy Tail members.

"M-Monsters made from rubble?!" Gray gawked in terror.

"…Nuts." Ben cursed. He could feel Wendy trembling as she hung onto his arm. She looked like she was about to wet herself to be honest, which only served to make the Omnitrix wielder more adamant on the decision he had to make in the next half a minute or so. "So, rock monsters, huh? Heh, reminds me of Charmcaster's."

"These creations are leagues above whoever's you mentioned." Hades retorted with a smug look. "With the Magic Power garnered from the deepest depths, you can even create devils from lumps of earth! You can make them do your bidding as the judger of heavenly might—That is the force of Living Magic! Tell me, do you know of anything else that can do such a thing? I think not!"

Erza shook her head and grasped onto the right side of her face, noting that she was shaking in fear. _'For crying out loud… It's one after another with these. Every spell that he releases is a bundle of magical despair in physical form! How can we face such a force?'_

 _'Come on… Move! Move, damn it!'_ Gray yelled inwardly, trying to fight the fear locked in the depths of his being. As much as he wanted to go and fight the abominations in front of him, his body was too scared to do so. Amongst everyone currently present, only Ben and Natsu seemed to be the ones still willing to put up a front in the presence of Hades, as much as they could at least. As the beasts of Nemesis began to crawl their way towards the group, the majority of them stood still in fear. A lack of Magic Power, covered in injuries, and no hope for support… There seemed to be no courage left in any of them…

Except for some of them, that is.

"…Hey." Natsu muttered out in between pants. "We're cornered, yeah?"

"Yeah…?" Ben responded, eyes glancing at him for a split second. "What're on about?"

"We have nothing to fear then. We know our weaknesses." The Dragon Slayer began to say, which made Lucy blink a few times in confusion, as well as everyone else turn to him in question. "And once you know your weakness, you will gain the ability to become stronger, as well as kinder."

"…An encouraging speech, right in front of impending doom, huh?" Ben began to chuckle a bit, standing up with Natsu. "You got something on your mind? This is probably our one shot at doing so."

"Heck if we die here, it ain't happening." Natsu grinned as he stood up as well. "If we're weak at the moment, then we just need to overcome our obstacle with a new level of strength. If we continue to fight, then surely it'll happen, eh? Maybe we're scared when we're alone, and that's understandable—But we're here, together! All of friends, our source of power, right here and now in the present!"

Ben couldn't help but smirk unironically at his cheesy tone, but nevertheless, he could see that Natsu's words were beginning to bring a sense of uplifting to everyone else. Standing up beside the two of them, Ben activated the Omnitrix as Natsu lead the group. "We've got nothing to fear if we're together. We can do anything by working with each other!"

"A praiseworthy amount of vanity, but that all comes to an end. Right here and now." Hades beckoned. "You'll meet your end here at my feet!"

 _'As long as you're with your friends.'_ Erza uttered as she began to stand.

 _'We have nothing to fear.'_ Gray added on, grunting with effort as he stumbled up.

 _'Even without any Magic Power at our side…'_ Wendy panted heavily, but with a new look of determination as she and Ben helped each other up.

 _'We won't give up to the bitter end…!'_ Lucy stood as well, a defiant look on herself. _'That's what it means to be a Mage of Fairy Tail!'_

Ben could see the looks of his fellow guildmates. It made him swell up with valor, granting him the sanity to decide on his next course of action. Even with their determination, it was going to be a chore to get past the creatures of Nemesis and go on towards Hades himself. They would need something or someone to clear a path for them, because more likely than not, if they were to go head on, they would surely meet their demise. The brunet didn't know at this point what to do specifically, but he figured that he would just have to find out on his own do something on the fly like he usually. After all… This was sensation he hadn't felt in a long time.

 _'…It's eat, or beaten.'_ He muttered lowly, licking his lips. "Everyone, are you ready?"

"It's do or die." Erza simply replied. "We're prepared."

"…Then this'll be the final fight! I'll clear a path for everyone, so you better not stop until one of you gives Hades' a good whack to the face!" Ben roared loudly, slapping down on the Omnitrix.

As the flash of the device consumed him, everyone closed their eyes for a moment, only to recognize a familiar alien in front of them. Suddenly, the ground started to tremble, making the Nemesis monsters come to a stop. A bright, emerald light filled the room, forcing Hades to shield his eyes with his forearms. As it died off, Wendy gazed at the form in awe, revealed to be none other than Atomix. Before she could properly react, Atomix's body began to shine brightly as he spread his arms apart. Suddenly, two orbs of nuclear energy began to exert themselves from the gauntlets on his forearms, conforming into his hands as they were lit up.

As soon as he finished charging up, he quickly flew up into the air before leaping down in an arc towards the creatures on Nemesis, slamming his fists into the ground and unleashing a shockwave of explosive energy. _**"Nuclear Shatter!"**_

With his special move unleashed, the wave of energy traversed through the flooring, consuming the rows of Living Magic creatures in destruction filled shockwaves and heaps of dust clouds. The ship trembled greatly from Atomix's impact, and after a short moment, the tremor ceased and the emerald light disappeared—revealing a straight linear path towards Hades that was free of Nemesis creatures.

"Go forth, members of Fairy Tail!" Atomix beckoned, before kneeling down in exhaustion. "Seize the moment of glory!"

"LET'S GO!" Natsu yelled, leading the charge as he and the others ran past Atomix.

In response to the group, Hades directed the remainder of his forces, not willing to shown any sign of faltering in front of the teenagers. "Ha! What can you do with no Magic Power left? Charge, my demons!"

Motivated by Natsu's declaration that they are all together and by Atomix's bold assault, the team charges forward as Hades sends the remaining Nemesis demons ahead. The first wave of demons attack the group by release beams of energy from their mouths and limbs, however, even then they trial through the hell zone and traverse on, dodging narrowly by the brink of death as the distance between them and Hades draws near. With countless explosions and dupes happening all around them, as Gray and Erza blast forth, Natsu begins to fall behind. However, right before he could fall off to the ground, Lucy and Wendy grab him by his wrists and throw him forward, leaving them to bite the dust as the demons focus on the trio of Mages left.

The two in question hear the approaching of the Dragon Slayer as they glance back. As he flies in front of them, the two arc their feet to act as platforms, supporting him with their legs as he gives off a stagnant launch while releasing a hell-bent roar of determination. Seeing the ending coming to an abrupt approach, Hades says it is time for the sun to sink and causes a major explosion on the ship, probably the biggest one so far in terms of the battle condensed so far.

* * *

 **…**

As the ear-shattering explosion begins to diminish off, the vibrant amount of smoke and dust finally begins to settle after a minute or so later. As the remainder of the debris clears off and reveals the entirety of the deck, the Omnitrix dial on Atomix begins to go from an emerald green color to a dull ruby red as he approaches Lucy and Wendy, reverting back to Ben as the members of Fairy Tail look up to see the aftermath between Natsu and Master Hade's grand collision. The first they see unexpectedly is that Natsu's face is dead set on Hade's cheek, given enough force to send the old man tumbling off his feet and sent spiraling back into the air.

However, it was then that Lucy and everyone else noticed that Natsu's scarf had begun to fold off from his neck, floating off into the distance. Before it can go off the deck of the ship, Lucy dives out in a desperate attempt to seize it, however, she nearly falls off the edge in doing so.

"W-Woah! I-I'm gonna fall—"

"L-Lucy-san!" Wendy squirms forth, grabbing the back of her waist in an attempt to drag her back, but even then, her small stature made it a little hard to do so. _"Hnrrgh…!"_

Ben however, suddenly reached and grabbed Wendy from behind in a full-nelson, hunching her and Lucy back in one fell swoop. "Oh, for crying out—I am _not_ going to make the death of you be by falling off a ship of all things!"

Tumbling back onto the ship's deck, Lucy nearly did the splits as Wendy fell onto Ben and accidently elbowed him in the rip, causing both the brunet and blonde to groan uncomfortably. As they recover from doing so, over by the end of the ship, Hades began to recover from Natsu's killer slugger punch, staring at him in shock. "What?! Impossible! The Living Magic had no affect on you? It didn't work?!"

That only served to be music in Natsu's ears, who began to gesture towards him with a hungry glare on his face. Hades thinks to himself, wondering why this phenomenon was happening to begin with.

"No, that's… Unfathomable. The only reason my Magic wouldn't work is because…" Suddenly, a wave of exhaustion overlooked itself onto Hades, making him grasp his Devil's Eye in increasing discomfort. After a few mere moments, the red glowing eye he had previously was reverted back to its original form, causing him to gasp. _'N-No… They couldn't have—'_

 _"DROP DEAD!"_ Before he could fully comprehend the situation, Hade's face was met once again by Natsu's fist, who gave him an uppercut to the chin hard enough to knock him off his feet.

 _'My… Heart!'_ Hades could feel anomalies growing all over his body. He no longer had the invincible frame and longevity he had earlier, now leaving him the typical body of an old man he naturally had. Without his supreme amount of Magic however, the Nemesis demons began to crumble away, collapsing down to heaps of dust and dirt, eventually blowing off from existence as their remains were carried off by the wind. _'If that's destroyed… My Magic Power is going to…!'_

As Hades continues to lament through the realization, Natsu pummels his body with a flurry of punches and kicks. As that happens, Wendy begins to feel a sensation in the air. Turning over back towards the island, her eyes begin to widen in reaction to a miracle. "H-Huh…?"

"What's… Uuuuuup—Oh my word…" Ben was about to question his mate, only to become speechless at the sight she was looking at as well.

"What's the matter, Ben? Wendy?" Lucy asks, before turning around to see what their eyes were glued onto. "What the…"

"H-Hey… My eyes aren't playing tricks on me, are they?" Gray looks over as well. "Is this really happening?"

 **"…The Great Tenrou Tree."** Wendy mumbled out, shocked beyond belief. "It's returning to normal…"

"H-How though?" Ben wondered, eyeing the humongous landmark as the entirety of it was beginning to grow back to its normal size. Mavis appears out from the Omnitrix, standing next to him with a small smile on her face.

 _"…It seems like someone's had a change of heart."_ She replies, impressed at the feat as the glow of the tree begins to return to its rightful glory. _"This is the work of the Time of Arc user. They are returning the Tenrou Tree back to a previous state."_

As soon as the glow from the Great Tenrou Tree begins to fade away, all of a sudden, the emblems on each of Fairy Tail's members begins to shine with a radiant light, surprising everyone.

"H-Huh?" Lucy looked down on her right hand.

"O-Our marks… They're shining!" Wendy gestured at her own mark, which shone through her clothes.

"I can feel… A power coursing through me." Ben remarked, glancing at himself. "It's… Magic Power! Our strength is replenishing!"

"Then that means we've got another chance to finish this for GOOD!" Natsu roars, getting ready to unleash another flurry of attacks on Hades as soon as the light fades off. The Dark Guild Master looks defiantly at the Dragon Slayer rushing at him, scowling at him as he drew closer to his person. "WE'RE WINNING THIS!"

 _'Even I… Am going to lose to Makarov?'_ He uttered with uncertainty, before glaring at Natsu at with all his might and countering him with a left hook. "NO!"

"Wha—"

 _"Listen up, boy!"_ Hades growled, blasting him away with a pulse of Magic Power. As Natsu recovers from the initial blow, Hades gives him another shock by roundhouse kicking him in the face, followed by his own flurry of attacks. _"For those who have walked and treaded down the path of Magic, the Devil shall never sleep—"_

 _"—SHUT YOUR ASS UP!"_ However, right as Hades was gallantly about to unleash another blow on Natsu, Laxus suddenly appeared in his face and socks him with a lariat, knocking him off balance.

"L-Laxus?!" The pink haired Mage stuttered. "What're—"

 _ **"—** **GO! FAIRY TAIL!"**_

Hearing the determined voice of the blond Mage, everyone's ears perk up as they redirect all of their attention to Hades. They all begin to muster whatever strength they had just replenished, garnering this last opportunity as the ultimatum to this situation. To start things off, Ben swiftly activated the Omnitrix and slapped down the dial. His body was instantly consumed again in a dome of brilliant emerald light, and a moment later, standing in his place was Atomix once again, only this time, his body was supercharged with all the energy he had obtained from the Great Tenrou Tree, causing his body to shine greatly.

As soon as his transformation was complete, he began to traverse alongside everyone else, lining up with them as they drew closer to Hades. Erza instructs the group as they near their target, her eyes dead set on the man who just downed Laxus. "This will be the final attack! Give it everything you've got!"

"Every last drop! Make it count!" Gray ordered.

"Come at me then, you brats!" Hades threatened, releasing a wave of Magic Power in their direction. "You'll face my full wrath for all of this!"

Before they could get blown away, Atomix quickly zooms in front of everyone and deploys a barrier, blocking the incoming attack while hiding behind the created field of smoke. While Hades' vision was obscured, the group began to make their move, starting with Lucy. Skidding away from the explosion, she dwells a Golden Zodiac key in her hand, holding it out in front of herself.

"I apologize for not creating a contract with you yet, however…" She beckons, before swiping the key out and summoning a magic circle. _**"Open, Gate of the Goat: Capricorn!"**_

And within a glow of light, said Celestial Spirit appeared by his Master's side, now donning a more formal twin-tail butler suit which covered his arms and legs. He bows lightly in sight of Lucy, smiling in reaction to his summoning. "As you wish, Lucy-sama."

"Please!" Lucy beckons.

"Of course!" Complying to her command, Capricorn blasts forth with incredible speed, shocking Hades as the Spirit sudden appears in front of him.

"You… You're…!" Hades could've sworn he recognized Capricorn, but was met with an elbow to the face. "GAH!"

"I am neither Zoldy _nor_ Caprico!" The Spirit yells clearly, unleashing a roundhouse kick towards Hades' face and a knee to his stomach. "I am Lucy-sama's Spirit, Capricorn! It's over Hades, we come for you!"

"And don't think I'm finished with you yet, mister!" Wendy suddenly barks from behind Hades, appearing with the help of Atomix. "Let me show you what I've learned!"

"Get him, dearest other!" Atomix yells gallantly, propelling her towards Hades with a well-focused throw.

 _ **" _Sky_ Dragon's Wing Attack!" **_ Swiping her arms down like whips, Wendy generated a large whirlwind from each of her arms, which twisted and rotated to whack at the Dark Guild Master from behind. The old man was totally unprepared for such a maneuver, and was sent careening forward to the point that he was rolling and tumbling down the deck of the ship.

Alongside Wendy's attack, as Hades struggled to stabilize the sudden increase in moment, Gray leaped up into the air above him, grasping his hands together. A short moment passed, and a large ice blue magic circle spawned out, fabricating two humungous scimitars made of ice to slash down at him with an intersecting cross-shaped clash. _**"Ice Make: Ice Bringer!"**_

"Ben!" Erza called out to Atomix. The nuclear alien quickly responded as he began to fly from the opposite direction that Erza was approaching the now downed Hades with. "With me!"

With a flash of light, Erza's body was encased in an aura of yellow as she Requipped into her Heaven's Wheel armor. Summoning forth two blades, she flew into Hades direction, slashing with a flurry of strikes that formed into the shape of a pentagram. _**"Heaven's Wheel: Pentagram Sword!"**_

The moment she finished, Atomix finished up, garnering an intense amount of energy into his palms. Within moments, he then released a massive blast of energy towards Hades' direction, causing an incredible explosion to occur in front of the duo as Atomix reverted back to Ben. Through as much horrific pain that Hades was going through, as the explosion's effects died off after a bit, Hades stared at Ben with wide eyes and clenched teeth, a few drops of sweat racing down his face. He felt the unusual power that came from the transformation and the effects that it just had on his body.

Nevertheless however, it only served that there was one last enemy of his that didn't attack yet, which prompted him to turn to see a glaring Natsu Dragneel with two lit fists, one with flames, and one with electricity. Natsu was once again in Lightning Fire Dragon Mode, though not to such a grand degree as before. However, it was certainly dangerous, if not just or more dangerous than Atomix's nuclear beam.

Natsu shot forward in a burst of fire and lightning, heading straight for Hades with his arms cocked back and glowing with brimming elements. He held his hands close together as a sphere of bright formed in-between his palms. Hades wasn't taking anymore chances, and quickly acted. He quick beckoned his palms together to form a condensed sphere of darkness.

 _ **"** ** _Gri_ moire La—"**_

 _ **"** ** _N_ ew Dragon Slayer Secret Art!" **_Natsu however screams, appearing right in front of Hades with his attack ready to go.

 _'NO—I'M NOT GOING TO MAK—'_

 _ **"** ** _Cr_ imson Lotus: Exploding Lightning Blade!" **_Releasing the enhanced version of Crimson Lotus: Exploding Flame Blade, after swinging his arms around, Natsu extended the respected elements in his hands at length, creating a vortex of fire and lightning _ **.**_ Hades' eyes went wide in horror as the vortex consumed him. Large yellow and red explosions raced down deck as Hades was consumed within and pushed away with an unstoppable force. When the smoke cleared, a big gaping amount of skid and destruction could be seen in the ground. Upon closer examination, everyone could see that Hades' body had been punched through and finally subdued, leaving him on the floor with a tattered body.

It seemed to be truly over… But was it such?

…With the fighting halted, it was then that Natsu had to shudder his eyes and cover them with his forearm as rays of sunlight began to pierce onto the island. Glaring down at Hades, he could see that he was groaning around, twitching uncomfortably with no sign of getting up. This time, it was for good. Seeing that the battle was finally over, he slowly dropped to his knees, before facing the floor with a tired face.

"…We've done, Gramps. We showed 'em." He muttered weakly, but clenching his fists in victory. "We showed the power of the guild… Everyone placed their lives on the line and showed everything they could do."

With Hades defeated, after slamming his fists onto the plank, Natsu screams out in celebration, proud of the power of his guild just as the sun rises from the horizon. While Laxus manages to stand up on his own, he does give a smirk as everyone gathers around the screaming Natsu, who graciously yells and announces the incredible might of Fairy Tail, echoing through the entirety of the island as everyone begins to celebrate in their victory. After a minute or two, the commotion finally began to calm down; and while Hades remained twitching on the ground, everyone was now aware that Hades still might be able to fight to a degree should he reobtain consciousness, though they were still gleaming a bit regardless.

"Heh… It's finally over." Gray smiles, grasping onto his side in slight discomfort.

"Yeah… It's truly finished." Erza agrees, Requipping back to her normal Heart Kreuz set.

"W-We won, didn't we?" Wendy hopped around, asking Ben with a puffy face of hopefulness. "Right?"

"Heh… I can certainly say that for now at least. Happy and the others must've done their part." Ben chuckled, before cracking his neck in discomfort. "Ow… That's assuming they aren't swarmed by Grimoire Heart members though."

As everyone was beginning to take a moment to relax, Lucy approached Natsu and handed him back his scarf. However, while the fleeting moments of joy were happening, they were soon replaced by wails of desperation by a certain blue furred Exceed, who along with Lily and Carla, were seen coming up from the lower levels of the ship towards Natsu and company.

"AAAAAAAAAAAAAAAAHHHH!" Happy's voice could be heard from all the way on the other side as he and Carla first approached the group. "Natsu! Save me!"

"Everyone, we've got company!" Carla yelled as well. "Behind us!"

"Oh, what now…?" Natsu groaned as he began to put his scarf back on. "What're guys talking about—Holy crap!"

"Wait… Aren't those…?" Lucy and everyone else turned as well, only to frown at the company chasing Lily. Tons and tons of Grimoire Heart members were approaching the group.

"Donuts…" Ben sighed. Looking down at the Omnitrix, unfortunately it was down in Recharge Mode, meaning that Ben couldn't really do anything, if at all now. "I've got nothing to deal with them. Crap, jinxing the Universe at a time like this…"

"This ain't good… We don't have any Magic Power left." Gray clicked his tongue in annoyance.

"And just when we were about to get out of this mess…" Wendy speaks, grumbling a bit.

Lily pants heavily, regrouping with everyone else. "M-My deepest apologies… I've tried to hold them off as long as I could, but I am also now out of Magic Power."

"They're all angry!" Happy quirked in response to the angry mob of Grimoire Heart members. "That's bad!"

"Well, given what we just done…" Carla sweat dropped.

"Well, _if_ I try to kill myself, maybe the Omnitrix might be forced to go back into Active Mode and I'll—"

"— _Don't even try to act out that thought, Ben."_ A voice called out all of a sudden, which nearly made Ben fall over in response. The injured Omnitrix wielder and everyone else immediately turned to the source of the familiar voice. Standing at edge of the ship was…

"Gramps!" Natsu's eyes gleamed at the sight of the Master of Fairy Tail, as well as those who were at the Resting Point. "And everyone else!"

"Master! And Gajeel-san as well!" Wendy smiled wholeheartedly. "I'm so glad!"

"You're all safe! What a relief!" Gray sighed heavily, which made Erza smirk in response to a thought that was in the back of her mind.

 _ **'** ** _W_ hen the Tenrou Tree returns, those under its divine protection will do so as well…' **_A familiar Mage's voice rang in her head. While the group was happy to see the previously injured members recovered, Laxus and Makarov exchanged a glance. Though a bit awkward, things were pretty okay for the time being, so after getting a look at his grandson, Makarov turned to the group of Grimoire Heart members who had gathered by them, giving them a good glare. His, as well as everyone else's appearance, made the opposing group retreat a bit as they recognized the new level of threat.

"W-What? There's more of them!" A member called out in shock.

One of the members seemed to recognize Makarov as well. "H-Hey, isn't that Makarov?"

"S-Shit! Over there!" Another pointed out. "On the ground… T-That's Master Hades! H-He's been defeated, oh crap!"

With their group starting to panic, Makarov stepped forward, breathing in to give them one single phrase of advice. "If you wanna settle the score, fine! But if you don't… Then get off this island this instant!"

…

…

It didn't take any more convincing to have all the members scatter about like a pack of afraid mice. The group watched them utter yelling's of apologies and other unintelligible nonsense, but it didn't take long for all the retreating members to disappear from their line of sight. Once they were gone, it was then that everyone truly began to celebrate on their victory. Friends hugged; partners congratulated one another for surviving… And grandfather and grandson…

Well… Laxus sat down, marbles of sweat dropping down his face in an awkward way as Makarov began to approach him. As he gave Laxus another look, the blond immediately glanced away in gawkiness. However, even then, Makarov couldn't help but be a little happy at his grandson appearing to help the guild, though he had to put a front for professional's sake.

"…You did good, coming back." Makarov stated…however. _"Is what you think that's what I'd tell ya, you blockhead idiot!"_

Suddenly, his demeanor changed to one of comical anger, truly that of a ranting grandparent. "Ya think you can set foot on Tenrou Island while you're still expelled?! For cryin' out loud, you foolish grandson of mine…!"

"Ugh… Pipe down, old man…" Laxus sweat dropped.

"C-Come now, Master…" Levy chuckled nervously. "Calm down a bit…"

"Oooh! He enlarged his face with Giant!" Lily observed.

"That's certainly a unique usage of it." Ben shrugged, though he turned over to the Thunder God Tribe, who looked like they were about to let loose. "Soooo… You guys aren't going to—"

 _ **"** ** _L_ AAAAAAAXUSSSSSSS!" **_All three members rushed past Ben, knocking him aside like a ragdoll as they tackled Laxus down to the floor in utter happiness.

"Laxus, you're back?!" Evergreen squeaked. "Yay!"

"The boss is back, heck yeah!" Bickslow cried out tears of joy. "This calls for a celebration!"

"We've missed you so much!" Freed agreed, already bawling his eyes out against the Lightning Mage.

Laxus didn't like the attention much though. "C-Come on, get offa me…"

Elfman could only sweat a little at the sight of the bickering Makarov as Wendy tended to Ben. "M-Master sure is harsh… Though I'm sure that's because he's a real man…"

"Yep… But, while he's _still_ expelled, is it?" Mira noted with an extremely happy look on her face, even with a little redness to it. While everyone was getting back with one another, it was then that Natsu finally got back on track to the second most important thing to do other than take care of Grimoire Heart and their invasion on Tenrou Island.

"ALRIGHT! Now then, it's time to continue the exam!" The hotheaded Mage announced.

"What?! You're still going to go at it!?" Happy flinched. "You've gotta be kidding me!"

"Hey! The second test was interrupted, so this attempt doesn't count!" Natsu tried to argue. "So why don't we just settle things with a nice and simple battle royale?!"

"What the hell is wrong with your head?!" Gajeel barked, slamming his forehead into Natsu's. "You think you can best me when you're all busted up like that?"

"S-Stop it, Gajeel…!" Levy yelped in embarrassment, only for Natsu to grin.

"Yeah, buddy! If it's against you, it'll be a cinch!" He boasted, which actually made Gajeel flinch. "'Cause now I'm a Lightning Fire—Geeh…!"

Suddenly however, Natsu's face began to pale out. Gajeel and Levy take a look at his face, only for the Fire Dragon Slayer to succumb to the ground within seconds. Immediately Ben stood above Natsu, poking his face with a stick as he tried to understand why he suddenly passed out.

"Huh, must be a side effect for eating an element that's not fire." He figured. "Serves him right."

"Indeed!" Erza unexpectedly agreed with a cheeky look. "Let that be a lesson to you too, Wendy."

"S-Speaking of which, shall we return to camp?" Said Dragon Slayer suggested as Ben stood next to her and Carla, who was in her arms. "We're all exhausted, aren't we?"

"We should have a mandatory resting session, or else none of our bodies will hold up." Carla warned. "Let's all go back, shall we?"

As soon as her suggestion got by, everyone agreed for it in a heartbeat. The Thunder God Tribe began to support Laxus as they and everyone else began to join the group back towards camp. Leaving everyone aside, as Lucy began to support Natsu, she noticed that everyone else was already approaching off the ship, which made her face pale a bit due to the weight of Natsu leaning against her.

"Whaaaa…? I'm the only one that's going to carry Natsu?" She whined.

"I'll be here to cheer you on, if that helps." Happy shrugged.

"That doesn't count, Happy!" Ben retorted from afar. "Leave it to Capricorn!"

"Capricorn?" Lucy blinked. "Why'd he be—"

Suddenly, said Spirit appeared and carried her into his arms. The Goat Spirit's shades flickered with a sense of responsibility as the blonde Mage exerted symptoms of confusion. "Uh…?"

"Leave this to _meh_ , Lucy-sama." The Spirit insisted, while also carry Natsu like he was a bag of luggage. "You have done well."

"O-Oh, Capricorn! Thank you… But is it fine to carry Natsu like…that?" She then glanced down at her teammate with an awkward smile.

…

…

As the last of the group finally began to walk off, before Makarov could leave… A familiar voice called from afar.

 _"…Makarov."_ Hades called, still remaining dormant on the ground. "…Finish me off."

Though it made the old man stop, Makarov seemed absolutely adamant on the thought. "…From battling you, I learned something very important. In return for that, I shall overlook what you and your guild has done this time. Please, leave the island."

Hades sighs a bit, before giving the Master of Fairy Tail a fair warning. "Haa… You still show those signs of weakness. If you let me live, then next time I shall surely crush you and your guild."

"I lost to _you_." Makarov argued. "But my children defeated you."

"That's false, however." Hades snorted, correcting him. "They destroyed my heart, and the restoration of the Great Tenrou Tree replenished their strength enough to defeat me. If it weren't for those coincidences, I would not have lost to your brats."

"…Why? Why did you fall to the path of darkness for?" Choosing to ignore his previous statement, Makarov went about with another question.

"…I told you once." Hades began to respond. "The true nature of Magic is that of darkness. Miracles that are born in the depths of darkness are those that have come to be called "Magic". After I retired from Fairy Tail, I wished to find the truth of this world by surging down the path of Magic… This world, Earth Land, is one that is overflowing with too much Magic. It is a false world. The true one is that of the Ultimate Magic World… And I wanted to see that world with my own two eyes. For that goal, I needed to obtain the keys to resurrect the legendary Black Mage Zeref… And I was so close to it."

"…Even if you do find it, nothing will change." Makarov simply answered as he began to walk on again, which made Hades flinch, as well as Laxus.

"What do you—"

"—If the true nature of Magic is darkness, then so be it. And if it's light, then that's fine as well. After all… Magic is alive. It is a role that changes with the times; it grows alongside with us. Every person has their own version of what "Magic" is… Whether that is spell casting, or the use of technology, each individual thinks of it differently. It can become anything; light, darkness, red, or even blue. That freedom is something that Fairy Tail lives with… And that is something that I learned from **you**."

* * *

 **…**

Over an hour had passed since Fairy Tail had successfully defeated Grimoire Heart and repelled their invasion on Tenrou Island. Everyone was more than relieved to see that they had survived the intense conflict that had taken apart through the last day. The group walked out from the ship and had rendezvous back at the Resting Point, and had taken a bit of time to actually clean it up after Rustyrose and the others had messed it up.

Capricorn carried an unconscious Natsu back the entire way, ignoring the protests from the guys of the group who had offered to carry him. And in the meanwhile, everyone else had taken this time to finally relax and get some healing to actually get done. Anyone could tell that they were utterly exhausted, and they understood why. After all, they had battled against an entire Dark Guild, defeated a former Master of Fairy Tail, and had undergone the trials prior to this. Too much action being taken would be an absolute understatement.

As soon as they reached camp, Natsu's unconscious body soon underwent from passed out to loud snoring, though even then, he and the others had been patched up after their battle with Hades.

"Ugh, can't you be quiet while napping, Natsu?!" Elfman groaned.

"Come on, just let him sleep." Mira giggled. "He's gone through a lot the last several hours."

"Oh, Mira-nee!" Lisanna suddenly got an idea. "I just thought of something good!"

"W-What…?" Elfman blinked, only to nearly do a spit take once Lisanna tied Natsu's muggy hair into a pair of twin pigtails. "E-Er…"

"Heh-heh… How's this? It's pig-tail twin-tail Natsu! Whatcha think, ain't he cute?" She proposed with a smug face, which made Mira laugh out loud.

Over with Happy and Carla, the two Exceeds were relieving memories of their time in the ship.

"Huh… So that thing we destroyed was Master Hades' heart?" The blue furred Exceeded stated as he took a chomp out from his stew.

"Yeah… But honestly, it was pretty lucky that we figured it out." Carla shrugged. "Well, call it a day's work I suppose."

"Surely. If we considered that thing to be the power source of the ship, then we certainly accomplished our mission as the Exceed Squad." Lily reassured the two of them with a thumbs up.

"O-Oi! You ain't hurt, are ya, Lily?!" Gajeel suddenly asked, approaching Lily in his extremely bandaged state. "Tell me you're fine!"

"Well… Yes, I'm in a far better shape than you are." Lily sweat dropped at his partner's giddy tone.

…

…

At the medicinal bay, Wendy and some of the others had taken the time to patch up and tend to the wounded. Wendy had dressed back to the clothes she had before Hades attempted to Katsu her, but she certainly did like the clothes that she obtained from Horologium. Regardless though, the first on her list was Ben, who was unable to patch himself up for the time being due to over usage of the Omnitrix. Just like how Natsu kept on using all the power in an instant that he gained from eating Laxus' lightning and regaining his Magic Power from the Tenrou Tree, Ben had done something similar with Atomix, which left the Omnitrix in a longer Recharge State than normal.

First of all, to Ben's reluctance, she took notice of the numerous cuts and bruises across his body and stripped him of his top. He definitely needed to have them treated and bandaged up due to taking most of the damage from Hades' Bullet Magic. To Ben's embarrassment as well, as Wendy was deep in thought with healing her mate, everyone else went cat eyed as she tended to him with lovingly eyes. They all thought she resembled some sort of saint for a moment.

"You saved my life again… Thank you." She counted the times when Ben tried to get her out from Katsu's range, and even, she also recalled all the times that they went on requests together. "I'll do my best to patch you up!"

"R-Right…" He blushed immensely. He couldn't help but do so when he stared at her angelic appearance despite her own injuries. She was truly a being of the sky, which only made Happy and few others snicker in response to his embarrassment. However, he was grateful and happy to garner so much attention from her, so he unconsciously smiled in response as well.

Levy couldn't help but be a bit embarrassed with how direct Wendy was with her affection. "H-How frightening…"

After Wendy was done treating Happy's injuries a little later, she gestured for her to come over as well. "How about I tend to your wounds as well, Levy-san?"

"A-Ah, I'm fine. Wendy, why don't you and Ben rest for a bit?" The Letter Mage suggested, though to her surprise, she could see a small fire in the Dragon Slayer's eyes.

"No! In fact, I feel extremely rejuvenated now that the Great Tenrou Tree is back to the way it is!" She clenches her fists as proof, before cupping them together under the sunlight. "My condition is in a direct coorelation to the environment around me! This is the purest spot for me to be in, so I feel pretty divine if I may say so myself!"

"…Are you a saint?" Ben blushed again, this time more so than ever. _'Damn it… She's so cute…'_

"Speaking of which, how did the Tenrou Tree return to normal?" Erza then questioned. "It's certainly strange, don't you think?"

Gray eyes her from afar, before turning off to another part of the island. He wondered if a certain Time of Arc user did something. _'…Ultear? Nah, couldn't be her.'_

Bringing him out from his thoughts however was a ruffle in the bushes next to them. The two flinch on reflex, only for their surprise to turn to confusion as they witness Juvia to roll out with a tired look on her face.

"J-Juvia?" Gray croaked, his voice being a mixture of relief and confusion. "You're safe?"

"—JUVIA IS SO SORRY…!" The Water Mage soon cried out in agony, though it was obviously fake. "Juvia let Zeref get away! Please… Punish Juvia!"

The Ice Mage began to pale out however as Juvia began to suggestively pose herself towards her figure of attention. "P-Punish?! H-Hey, I'm not into that kinda stuff!"

"But Juvia _is_!" Said blue haired Mage replied, which made Ben and Wendy look over in response.

"Gray-san, what is she referring to?"

"HELL IF I KNOW!"

…

…

After some time had passed, Gildarts had finally returned back to camp as well. After getting treated with bandages, he figured that he would spend some time with the blond rascal that was Laxus. Sitting down next to him, the first thing he mentioned was about the news he heard about him getting expelled from the guild because of the stunt he pulled with the Battle of Fairy Tail event he did before the Fantasia Parade.

"Kek! Ya went and got expelled!" The Crush Mage cackled. "Ha! Lame!"

"Ah, shut it, ya old fart!" Laxus growled.

"GILDARTS, FIGHT ME—"

All of a sudden, Natsu approached the strongest Mage in Fairy Tail with a declaration of challenge…only to get slammed into the ground with a single tap to the noggin. Gildarts sighs a little as Natsu laid down onto the floor once again. "Damn it brat, heal up!" first."

"Tell me about it…" Ben groaned as he sat with Wendy. "Don't get hurt more! Even with the Tenrou Tree here, Wendy can't heal forever!"

The latter was seen tending to the wounds of her fellow guildmates. With the Tenrou Tree restored, Wendy was feeling quite well, in fact, well enough that should continuously use her Healing Magic. There was already a long line for those in need for healing, starting with Levy, Lily, Gajeel, Bickslow, Elfman, and… Natsu, naturally.

"W-Wendy… I need healing." Natsu croaked. "I need healing… I require healing…"

"Healing Magic is certainly a rarity." Bickslow complimented. "It's pretty cool as well."

"It's a manly Magic." Elfman nodded.

"Make sure you get every wound healed, Lily." Gajeel nagged. "I can't have my partner performing with anything hindering him!"

"Shouldn't you get the most though? Just look at you, your entire body's bandaged up." Said partner sweat dropped.

"Seems like there's a line…" Levy chuckled. "Sorry for straining you so much, Wendy."

"No, it's okay, like I said!" Wendy argued with another smile. "This is when I can be the most helpful!"

"Don't overdo it though." Ben warned. "Otherwise I'll have to carry you to make you rest."

"R-Right…" Contrary to her cheery nature, that actually made her blush a bit. "Well, just a bit more and—"

"Wendy, switch with me, shall you?" A voice, revealed to be Erza's suddenly called. Everyone turned, only to gawked at the attire she was wearing.

"A nurse outfit…?" Ben was speechless. "I never though I would see one in this world, or rather, not like this."

"E-Erza-san! That outfit…" Wendy was a bit hasty in wanting to judge it as well. "A nurse's uniform… But you don't have any healing capabilities though? Nor any qualifications to perform medicinal procedures?"

"A difference in ability has no matter in the case of midbattle, Wendy." Erza smirks with confidence. "It is your heart that is tested."

"B-Battle?" The word itself made her shudder a bit. Ben figured that it was probably a reminder of the stupidly hectic battle that they just went through, though that would be certainly understandable if that was the case. He began to pat her head to calm her down, but it didn't really prove to do so once Erza began to take over for Wendy's nursery duties. The two watches as she sat back down on the crate that Wendy used as a makeshift

"Now then… Tell me straight out; where does it hurt?" She inquired, posturing her legs in an otherwise seductive matter. "Shall I lower that fever of yours first—or would you rather prefer a direct injection?"

"…Is she just referring to terms that she read in magazines and novels before?" Ben turned to Wendy, who merely shrugged in response. Gray and the other guys didn't really have an enthusiastic approach to Erza's method of healing however, sweat dropping and being cautious around the redheaded nurse wannabe. Certainly, this wasn't the redhead Mage's first attempt at a fiasco such as this, Ben could tell. Even though Erza represented a more dignified side of Fairy Tail to the eye of the public, she couldn't be a member without having some weird traits herself.

"Great… Look at what's she started now." Gray sighs. "We're going to get even more busted up now…"

Gajeel and Natsu nodded in agreement. "This is pretty messed up… We should get it over with first then."

"—Hey, get in line, ya asswipes!" Bickslow however calls them out for cutting in line, which in fact had actually gotten longer. Behind Elfman was now Makarov, Gildarts, and Laxus. This only served to crush Wendy's spirit. So many individuals that she could've taken care of herself, all taken away by the womanly charms of a certain redheaded knight.

"YOU SAVAGE MALES!" Carla immediately retorts upon seizing the opportunity. "Have some dignity!"

"…Women, huh?" She chuckles to herself in a depressed matter. "I wonder if I'll get to be like that…"

"H-Hey, isn't it good to rest up a bit?" Sensing the chaos within Wendy, Levy tried to calm her down, but it certainly didn't seem to do the trick. She couldn't even get her mood to lighten up either.

"…Is it because my chest is too small, Ben?" Wendy mumbled in disparity, particularly to her mate. Ben, while blushing at the thought of a grown-up version of his girlfriend, cleared his throat as he patted her shoulder.

"…You have potential." He simply whispered. "We're still young."

While that seemed to cheer her up a great amount, it didn't help the fact that Erza… Was a terrible nurse.

The two turned over to see the redhead manhandle Gajeel and Gray in bandages. It was like she was trying to wrap them up to become mummies, which surprisingly enough didn't play well with a certain Water Mage and Letter Mage. Even the Exceeds noticed that the tension and memories of the recent battle had pretty gone out entirely at this point, which proved to be a good thing, but also something that should take more prominent role in recent memories to be completely honest. Regardless, Erza was doing a pretty terrible job at attempting to reconcile her fellow guildmates' worries regarding their injuries.

Unconsciously, Ben closed his eyes and facepalmed; planting yet another landmark to remember the chaotic nature of the Fairy Tail Guild. Realizing what he did however, he simply snorted at the sight of his guildmates finally starting to take a breather. Everyone was really lively now, whether they were injured or not. However, there remained one question… Were the exams over?

* * *

 **…**

"Alright everyone, settle down!" Makarov calls out, beckoning the attention of every Fairy Tail member in the area. "I've got an extremely important announcement to make to all of you!"

Later in the morning, the commotion and aftermath of the war between the Fairies and Devils had finally started to come to a close. After making sure that everything in the Resting Point was accounted for, Ben exited out from the makeshift base of a tent that the guild was using for storing their provisions and other supplies. Shifting out from the fabric behind him, he let out a tired yawn as the rays of daylight burned themselves onto his face. The land was now patched up more or less, with debris moved away and storage from the ship that brought over the group moved over to yonder area.

Said Guild Master's voice reached his ears as he exited out, with the Omnitrix wielder's gaze turning to the old man. He was back in his summer attire, though he was still covered to the brim with plaster and bandages. However, even then, he seemed to be quite lively as he stood atop a stack of crates. He was overlooking all of the members who had gathered around. Even the rowdy ones remained silent as they stared at their Guild Master, as Makarov typically didn't do this kind of recalling unless it was for an announcement of some sort. And since this was such a case, especially after the interruption of their S-Class Exam and the invasion of Grimoire Heart, no doubt it was something to listen in to.

Casually joining with the crowd, Ben scourged until he reached next to Wendy amongst the curious murmurs of his fellow guildmates. What did Makarov have to say?

"Ahem…" Clearing his throat, Makarov starts. "From the day we return to the guild from Tenrou Island… _I'M GONNA INTRODUCE A WOMEN'S ONLY DRESS CODE! YA GOTTA CHOOSE BETWEEN A NURSE OUTFIT OR A SCHOOL SWIMSUIT!"_

…

…

 _"WHAT?!"_ Lucy was the first to retort against this sudden change in attitude. "I ain't heard about this! The hell are you on, Master?!"

On the contrary, Erza seemed to be delighted in the topic of cosplay. "No… Actually, that seems quite interesting."

"Don't encourage him!" Ben flinched. "I ain't crossdressing again! Mira! Converse! Now!"

 _"…Master."_ Pointing a finger at Mira, said eldest sibling of the Strauss family responded to his commanded. She quickly zipped over and haunted behind Makarov's figure, letting out an eerie look on her face… One of a She-Devil. "This is no time for jokes. Alright?"

 _"I-I'm sorry! I was just so caught up in the mood!"_ Immediately feeling like his life was in danger again, Makarov chose the coward's way out. Quickly regaining his composure, he ushered Ben to come to his side. "…Would you do the honors?"

"Fine." Rolling his eyes, Ben quickly approached the crates and climbed up, reaching the same elevation as Makarov. "Now then… This is probably going to be a shocker for everyone, but I'm pretty sure that you'll understand why we came to such a decision."

"What? Just get on with it!" Natsu insists, growling a little in impatience. "Don't be a buzzkill!"

"It can't be worse than what we've gone through so far." Gray figured. "Just say it."

The next few seconds past after he said that. Raising a brow, Ben seemed to be acting normal; however, after a moment of glancing towards Makarov and Mira, he finally decided to speak his mind, sighing a bit before folding his arms.

"Well… We're going to be postponing the S-Class Advancement Exam for the time being." He dropped. It took a few moments for his words to register in the minds of the participants, especially the partners of said individuals. Naturally, the first thing they did to react to it was shout out in shock and confusion, even climbing up to Ben's face to express their doubts on his words. Knowing this would happen, he and Makarov sigh in content with the situation, gesturing the old man to speak up afterwards.

"Yes! _Like-he-just-said!_ The Exam will be on hold!" He repeated, this time with the hotheaded males of Fairy Tail turning their attention to him. "That's the decision we came to make!"

"Bullcrap! I can't just accept that, Gramps! We've been waiting way too long for this!" Gray first barked out.

"At least tell us why it's on hold!" Natsu growled.

Unexpectedly however, even Gajeel seemed to be a bit anxious about the situation despite not being a candidate to advance in the first place. "Make me S-Class, damn it!"

"Well, what else can we do?" Ben shrugs, not wanting to bother protesting against them as much as he would like to. "Everything's been thrown all around with all the bedlam that came in like a storm. Tell it to them straight, Mira."

"Indeed." The white-haired teen nods, listing off a couple of things from a notepad. "For starters, we had a member of the Magic Council that had infiltrated our own guild, in which they hoped to use to exploit any of Fairy Tail's secrets. Grimoire Heart's full-scale invasion on the island messed up pretty much everything after not; the landscape, the exam itself, you name it. All of these events have pretty much knocked out our entire schedule for this exam. I'm sorry to say, but we should probably hold another event to further discuss this."

"…Then I suppose we have no choice but to prolong this until a further notice." Levy sighs. However, she didn't seem to be completely pooped out of it.

Gajeel however was a bit livid. "Wha—Hey! You're _really_ okay with this, damn it?!"

"Why are you so worked up about it though?" Lily wondered, confused on his partner's outrage. "It's not like you're the one advancing."

"A man should know when to give in…" Elfman sighed. "Better luck next time then."

"But still… Aaaarrgh…! Damn it all, I _so_ wanted to advance to S-Class!" Gray whimpered, grasping his temple in frustration. "How long is it until we can get another chance!"

"Hey, as long as we don't give up, we're definitely gonna be S-Class Mages, damn it!" Natsu however intervened with a confident tone. "You, Elfman, and Levy have all given up, right?! Then I'll take your dreams and ascend to the next level! S-CLASS HERE I COME, BOOYAH BABY!"

"Ugh… Give it a rest, Natsu." Ben grumbles, gripping his forehead in annoyance before turning to walk off. "Alright, I've had enough with this. Master, just make up something to get Natsu's riled up energy spent. I'm going to overlook the ship's preparation for sailing in the meantime. We've got plenty of time after we've recovered."

With that said, Ben exited the area and proceeded to go onto another part of the island where some other members were. The others watched as his figure disappeared into the distance, but it didn't change much in their minds. Though they respected Ben's request and idea, they were still in the mood to asking how things would play out. And though those thoughts were unconscious, they would be some of the very last ones they had on this island, because after all…

"…Is it true?" He suddenly says, aspiring to ask a question to the First Master of Fairy Tail. "Is _that_ really coming here?"

 _"…Prepare."_ Was all Mavis simply alleged in response, giving him a vague, but deeply foreshadowing answer. _"This will be the greatest peril you have encountered, and it will triumph even this ordeal. Easily, in fact."_

* * *

Whelp, and there you have it folks, the second to last chapter of this Arc is done.

 **And… Well… I'll tell you all that college and working takes sooooo much time and effort... And while I understand the obvious benefits for going to college and earning experience/money with a job, it just cuts so much time from things that I really wanted to do, such as writing for this story and my others. Speaking of which, I** _ **am**_ **going to continue re-editing the early chapters of this story like I've promised, so please look forward to those.**

 **Anyways, this chapter has been completed. What did you all think? After the Tenrou Island Arc will be another Arc made from my own originality, but based on the suggestions and ideas from you guys. It will be called the "Seven Years Passing" Arc. To give you a sneak peak of what I have in mind, take into consideration some of the facts that Fairy Tail's canon has given us up until this point, including the likes of Dragon Slayer Magic:**

 **1\. Acnologia's version of Dragon Slayer Magic is able to allow him to reap the very souls of Dragons, leaving them in a half-dead state. This was evidenced by the Dragons Igneel, Metalicana, Grandeeney, Weisslogia, and Skiadrum. Since Ben will be fighting Acnologia** _ **as**_ **a Dragon himself… You'll get the picture.**

 **2\. The key that generated from the meeting with the Celestial Spirit King as well as the object granted to Makarov from Paradox will also prove to be key plot items in this upcoming Arc!**

 **3\. Expect Ben's past to be revealed to everyone else, as well as the state and inside of the Omnitrix.**

 **Anyhow, that's all the hints I'll be giving out for now. So, without any further ado, I'll see you in the next chapter! Please R &R, and I'll see you all later! Flames begone!**


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